CHARTER 


AND 


AMENDMENTS  THEKETO 


OF    THE 


North  Carolina  Railroad  Co., 


WITH    THE 


ZB^-LJLWS. 


MORTGAGE  AND  LEASE. 


RALEIGH: 

NEWS  STEAM  LOOK  AND  JOB  OFFICE  AND  BOOK  BINDERY. 

1877. 


p3S5.l-NSn^^ 


00042093377 


FOR  USE  ONLY  IN 
THE  NORTH  CAROLINA  COLLECTION 


ittlii  TIILE  HAS  bttiM  ivwunurlLMtQ 


CHARTER 


AND 


AMENDMENTS  THERETO 


OF    THE 


North  Carolina  Railroad  Co.. 


WITH    THE 


B"^-nLA.^ATS, 


MORTGAGE  AND  LEASE. 


RALEIGH: 

NEWS  STEAM  BOOK  AND  JOB  OFFICE  AND  BOOK  BINDERY. 

1877. 


Digitized  by  the  Internet  Archive 

in  2012  with  funding  from 

University  of  North  Carolina  at  Chapel  Hill 


http://www.archive.org/details/charteramendmentno1877 


CHARTER 


OP   THE 


North  Carolina  R.  R.  Company. 


INDEX  TO    SECTIONS. 


Section 

1  Incorporates  Company  with  capital  of  83,000,000. 

2  Route  of  Road,  from  Wilmington  .Road  to  Charlotte, 

3  Appoints  Commissioners  for  creating  Stock  and  opening  Books  of  Subscrip- 

tion. 

4  Books,  when  and  how  long  to  be  kept  open  ;  amount  of  shares,  five  dollars 

of  whieh  to  be  paid  down  ;  to  be  paid  over  to  General  Commissioners, 
o  Duty  of  General  Commissioners  in  keeping  open  Books,  and  when  81,000,000 

shall  be  subscribed. 
6  7  Corporate  rights  and  powers.— Notice  of  process. 

8    Provision  for  first  and  subsequent  General  Meetings,  election  of  Direc- 
tors, &c. 
9, 10, 11, 12,  13  Number  of,  and  manner  of  voting  for  Directors,  election  of 
President,  and  quorum  at  General  M  actings:  Votes  and  Proxies. 

14  Return  to  be  mad?  by  General  Commissioners,  and  penalty, 

15  Vacancies  in  Board,  to  be  filled  by  Directors. 

16  Authentication  of  Contracts. 

17  Construction  and  use  of  Road;  when  any  section  is  completed. 

18  Right  and  charges  for  transportation  of  goods  or  passengers, 

19  Company  may  farm  out  right,  and  made  common  carrier, 

20  Manner  of  Calling  for  and  enforcing  payments  of  Stock, 

21  Debt  of  deceased  Stockholders,  equal  dignity  with  judgments. 

22  Certificates  of  Stock  shall  be  issued,  and  how  transferred. 

23  Capital  may  be  increased,  and  how, 

24  Directors  to  make  Annual  Report,  and  may  call  Meetings. 

25  Company  may  purchase  and  hold  Land. 

26  May  cross  Roads  and  Streams.    Proviso. 

27  Proceedings  in  valuing  land. 

28  Number  of  feet  of  Land  condemned. 

29  Absence  of  contract  for  lands,  provision  for. 

30  Land  not  heretofore  granted,  prevision  for. 

31  and  32  Penalties  for  intrusion  and  malicious  injuries. 


(4) 


33  34  and  35  Of  obstructions- of  Road,  storage  and  carriage  of  goods,  and  divi- 
dends. 

36  Provides  for  subscription  on  behalf  of  the  State. 

37  and  38  Provides  for  borrowing,  and  manner  of  borrowing  money. 

39  Duties  of  Comptroller  and  Treasurer  relative  to  registering  Certificates. 

40  Treasurer  to  advertfse  for  Proposals,  Ac. 

41  and  42  Pledge  faith  of  State  and  make  certificates  transferable. 

43  and  44  Appointment  of  State  Directors,  and  Officers  exempt  from  mustering, 

45  For  putting  Raleigh  &  Gaston  Eoad  in  Repair,  company  incorporated. 

46  Conditions  on  which  they  shall  have  one  half  the  Road,  and  be  exempt  from 

liabilities,  Ac. 

47  Mortgage  to  purchase  part  of  the  Iron 

43  If  terms  not  accepted,  others  incorporated. 

49  Authorizes  State  subscription  for  connecting  with  other  Road. 

50  Reserved  power  of  the  General  Assembly. 

51  Appropriations  for  improving  the  Neuse  and  T>ar  River. 

52  Junction  of  Roads. 

53  Limit  for  commencement  of  work,  three  years. 


CHARTER. 


Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  State 
of  North  Carolina,  and  it  is  hereby  enacted  by  the  authority  of 
the  same,  That  for  the  purpose  of  eit'ecting  a  railroad  com- 
munication between  the  Wilmington  and  Raleigh  Rail- 
road, where  the  same  passes  over  the  ISTeuse  river,  in  the 
county  of  Wayne,  and  the  town  of  Charlotte,  in  this  State, 
the  formation  of  a  corporate  company,  with  a  capital 
etock  of  three  millions  of  dollars,  is  hereby  authorised  to 
be  called  "  The  North  Carolina  Railroad  Company,"  and 
when  formed  in  compliance  with  the  conditions  herein- 
after prescribed,  to  have  a  corporate  existence  as  a  body 
politic  in  perpetuity. 

Sec.  2.  That  the  said  company  be,  and  the  same  is 
hereby,  authorized  to  construct  a  railroad  from  the  Wil- 
mington and  Raleigh  Railroad,  where  the  same  passes 
over  Neuse  river,  in  the  county  of  Wayne,  via  Raleigh, 
and  thence  the  most  practicable  route  via  Salisbury,  in 
the  county  of  Rowan,  to  the  town  of  Charlotte,  in  the 
county  of  Mecklenburg. 

Sec.  3.  That  for  the  purpose  of  creating  the  capital 
stock  of  said  company,  the  following  persons  be,  and  the . 
same  are  hereby  appointed  commissioners,  viz :  Joseph 
H.  Wilson,  of  Charlotte;  William  C.  Means,  of  Concord  ; 
John  B.  Lord,  of  Salisbury ;  Richard  Washington, 
Waynesboro;  John  McLeod,  of  Smithfield  ;  George  W. 
Mordecai,  Raleigh ;  Henry  B.  Elliott,  Randolph ;  James 
M.  Leach,  Lexington  ;  John  M.  Morehead,  Greensboro; 
William   A.  Graham,  Hillsboro  ;  Nathan  A.  Steadman, 


(6) 

Pittsboro ;  Edward  B.  Dudley;  Wilmington ;  Alonzo  P. 
Jerkins,  Newbern ;  Samuel  P.  Hargrave,  Lexington ;. 
Archibald  G.  Carter,  Davie.  That  it  shall  be  lawful  t® 
open  Books  in  the  town  of  Wilmington,  under  the  direc- 
tion of  William  C.  Bettencourt,  W.  A.  Wright,  Daniel  B. 
Baker,  Henry  T.  Nutt,  P  K  Dickinson,  Gilbert  Potter 
and  William  Peden,  or  any  three  of  them  ;  at  Charlotte, 
under  the  direction  of  David  Parks,  John  A.  Young,  Jas. 
W.  Osborne,  Joseph  H.  Wilson,  William  Elms  and 
William  F.  Davidson,  or  any  three  of  them  ;  at  Raleigh,, 
tinder  the  direction  of  Josiah  0.  Watson,  Duncan  K. 
McRae,  William  W.  H olden,  Thomas  J.  Lemay  and 
Charles  L.  Hinton,  or  any  three  of  them ;  at  Gaston, 
under  the  direction  of  Edmund  Wilkins,  Willis  Sledge, 
Benjamin  W.  Edwards  and  James  Gresham,  or  any  three 
of  thhem ;  at  Warrenton,  under  the  direction  of  William 
Eaton,  Daniel  Turner,  Peter  P.  Davis,  William  Plummer 
and  Thomas  T.  T witty,  or  any  three  of  them;  at  Ridgeway , 
under  the  direction  oc  George  D.  Baskerville,  Weldon  IT. 
Edwards,  Michael  Collius  and  Alexander  B.  Hawkins,  or 
any  three  of  them ;  at  Henderson,  under  the  direction  of 
John  S.  Eaton,  John  D.  Hawkins,  William  Uandriers, 
Demetrius  E.  Young,  or  any  three  of  them ;  at  Frank- 
linton,  under  the  direction  of  Edward  T.  Fowlkes,  Wil- 
liam H.  Simms,or  any  three  of  them;  at  Hillsboro, under 
the  direction  of  D.  F.  Long,  John  Berry,  Edward  Strud- 
wick  and  Col.  Calwallader  Jones,  or  any  three  of  them ; 
at  Chapel  Hill,  under  the  direction  of  Elisha  Mitchell, 
William  H.  Merritt,  Jesse  Hargrave  and  P.  H.  McDade, 
or  any  three  of  them ;  at  Ashboro,  under  the  direction  of 
Henry  B.  Elliott,  Alexander  Hogan,  Jesse  Harper,  Jona- 
than Worth,  or  any  three  of  them  ;  at  Greensboro,  under 
the  direction  of  John  M.  Morehead,.  John  A.  Gilmer,  Wil- 
son S.  Hill,  John  A.  Mebane  and  Jesse  Lindsay,  or  any 
three  of  them  ;  at  Jamestown,  under  the  direction  of 
Richard  Mendenhall,  George  C.  Mendenhall,  S.  G.  Coffin  * 


(7) 

J".  W.  Field,  or  any  three  of  them ;  at  Haywood,  under 
the  direction  of  Robert  Faucett,  P.  Evans  and  John  Wil- 
liams ;  at  Pittsboro,  under  the  direction  of  J.  A.  Stedman, 
Green  Womack,  S.  McClennahan  and  Joseph  Ramsay,  or 
any  three  of  them ;  at  Carthage,  under  the  direction  of 
A.  Currie,  John  M.  Morrison,  Cornelius  Dowd  and  J.  D. 
McNeill,  or  any  three  of  them;  at  Lexington,  under  the 
direction  of  William  R.  Holt,  James  M.  Leach,  Charles 
L.  Paine,  or  any  three  of  them  ;  at  Smithfield,  under  the 
direction  of  John  McLeod,  Bythan  Bryan,  L.  B.  Sanders, 
Balcly  Sanders,  Thaddeus  W.Whitley,  or  any  three  of 
them ;  Salisbury,  under  the  direction  of  Archibald  H. 
Caldwell,  Charles  F.  Fisher,  Horace  L.  Robards,  Maxwell 
Chambers  and  Thomas  L.  Cowan,  or  any  three  of  them; 
at  Statesville,  under  the  direction  of  Theophilus  Falls, 
"William  F.  Cowan,  Thomas  A.  Allison,  or  any  three  of 
them  :  at  Concord,  under  the  direction  of  Rufus  Barrin- 
ger,  Kiah  P.  Harris,  Daniel  Colemnn  R.  W.  Foard  and 
Caleb  Phifer,  or  any  three  of  them  :  at  Moeksville,  under 
the  direction  of  John  A.  Lillington,  Gustavus  A.  Miller, 
Archibald  G.  Carter  and  Lemuel  Bingham,  or  any  three 
of  them  ;  at  Salem,  under  the  direction  of  Francis  Fries, 
John  Yogler,  Thomas  J.  Wilson,  John  Blackbourn,  or  any 
three  of  them  ;  whose  duty  it  shall  be  to  direct  the  open- 
ing of  books  for  subscription  of  stock,  at  such  times  and 
places,  and  under  the  direction  of  such  persons  as  they, 
or  a  majority  of  them,  may  deem  proper ;  and  the  said 
commissioners  shall  have  power  to  appoint  a  chairman  of 
their  body,  treasurer,  and  all  other  officers,  and  to  sue  for 
and  recover  all  sums  of  money  that  ought,  under  this  act, 
to  be  received  by  them. 

Sec.  4.  That  all  persons  who  may  hereafter  be  author- 
ized to  open  books  for  subscription  of  stock  by  the  com- 
missioners herein  appointed  for  that  purpose,  shall  open 
said  books  at  any  time  after  the  ratification  of  this  act, 


(8) 

twenty  day's  previous  notice  being  given  in  some  one  or 
more  of  the  public  newspapers  in  this  State ;  and  that 
said  books,  when  opened,  shall  be  kept  open  for  the  space 
of  thirty  days  at  least,  and  as  long  thereafter  as  the  com- 
missioners first  above  named  shall  direct;  and  that  all 
subscription  of  stock  shall  be  in  shares  of  one  hundred 
dollars,  the  subscriber  paying  at  the  same  time  of 
making  such  subscription  five  dollars  on  each  share 
thus  subscribed,  to  the  person  or  persons  authorized  to 
receive  such  subscription;  and  in  case  of  failure  to  pay  said 
sum,  all  such  subscriptions  shall  be  void  and  of  no  effect ; 
and  upon  closing  the  books,  all  such  sums  as  shall  have  been 
thus  received  of  subscribers  on  the  first  cash  instalment, 
shall  be  paid  over  to  the  General  Commissioners  named 
in  the  third  section  of  this  Act  by  the  persons  receiving 
them ;  and  for  failure  thereof  such  person  or  persons  shall 
be  personally  liable  to  said  General  Commissioners  before 
the  organization  of  said  company  and  to  the  company  itself 
after  its  organization,  to  be  recovered  in  the  Superior 
Court  of  law  within  the  State,  in  the  county  where  such 
delinquent  resides,  or  if  he  reside  in  any  other  State,  then 
in  any  court  in  such  State  having  competent  jurisdiction : 
The  said  General  Commissioners  shall  have  power  to  call 
on  and  require  all  persons  empowered  to  receive  subscrip- 
tions of  stock  at  any  time  and  from  time  to  time,  as  a 
majority  of  them  may  think  proper,  to  make  a  return  of 
the  stock  by  them  respectively  received,  and  to  make  pay- 
ment of  all  sums  of  money  made  by  the  subscribers  that 
all  persons  receiving  subscriptions  of  stock  shall  pass  a 
receipt  to  the  subscriber  or  subscribers  for  the  payment  of 
the  first  instalment,  as  heretofore  required  to  be  paid  ; 
and  upon  their  settlement  with  the  General  Commissioners 
as  aforesaid,  it  shall  be  the  duty  of  the  said  General  Com- 
missioners in  like  manner  to  pass  their  receipt  for  all  sums 
thus  received,  to  the  persons  from  whom  received ;  and 
uch  receipts  shall  be  taken  and  held  to  be  good  and  suffi.- 


(9) 

cient  vouchers  to  the  persons  holding  them  :  That  sub- 
scriptions of  stock  thus  received  to  an  amount  not  ex- 
ceeding 

Sec.  5.  It  shall  be  the  duty  of  said  General  Commis- 
sioners to  direct  and  authorize  the  keeping  open  of  books 
for  the  subscription  of  stock  in  the  manner  above  describ- 
ed, until  the  sum  of  one  million  of  dollars  shall  have  been 
subscribed  to  the  capital  stock  of  said  company  ;  and  as 
soon  as  the  said  sum  of  one  million  dollars  shall  have  been 
subscribed,  and  the  first  instalment  of  five  dollars  per 
share  on  said  sum  shall  have  been  received  by  the  general 
commissioners,  said  company  shall  be  regarded  as  formed, 
and  the  said  commissioners,  or  a  majority  of  them,  shall 
sign  and  seal  a  duplicate  declaration  to  that  effect,  with 
the  names  of  the  subscribers  appended,  and  cause  one  of 
the  said  duplicates  to  be  deposited  in  the  office  of  the 
Secretary  of  State,  and  thenceforth,  from  the  closing  of 
the  books  of  subscription  as  aforesaid,  the  said  subscribers 
to  the  stock  shall  form  one  body  politic  and  corporate,  in 
deed  and  in  law,  for  the  purposes  aforesaid,  by  the  name 
and  style  of  "  The  North  Carolina  Kail  Road  Company. 

Sec.  0.  That  whenever  the  sum  of  one  million  of  dol- 
lars shall  be  subscribed  in  manner  and  form  aforesaid,  the 
subscribers,  their  executors,  administrators  and  assigns 
shall  be,  and  they  are  hereby,  declared  to  be  incorporated 
into  a  company  by  the  name  and  style  of  "  The  North 
•Carolina  Railroad  Company ;"  and  by  that  name  shall  be 
capable  in  law  and  equity,  of  purchasing,  holding,  selling, 
leasing  and  conveying  estates,  real,  personal  and  mixed, 
and  acquiring  the  same  by  gift  or  devise,  so  far  as  shall  be 
necessary  for  the  purposes  embraced  within  the  scope, 
object  and  interest  of  their  charter  and  no  further ;  and 
shall  have  perpetual  succession,  and  by  their  corporate 
aiame  may  sue  and  be  sued,  plead  and  be  impleaded  in  any 


(10) 

Court  of  Law  and  Equity  in  the  State  of  Xorth  Carolina-  - 
and  m  iy  have  and  use  a  common  seal,  which  they  may  alter 
and  renew  at  pleasure  ;  and  shall  have  and  enjoy  all  other 
rights  and  immunities  which  other  corporate  bodies  may, 
and  of  right  do  exercise  :  and  may  make  all  such  by-laws, 
rules  and  regulations,  as  are  necessary  for  the  government 
of  the  corporation,  or  effecting  the  object  for  which  it  is 
created,  not  inconsistent  with  the  Constitution  and  laws 
of  the  United  States  and  the  State  of  Xorth  Carolina. 

Sec.  7.  That  notice  of  process  upon  the  principal  agents- 
of  said  company,  or  the  President  or  any  of  the  Directors 
thereof,  shall  be  deemed  and  taken  to  be  due  and  lawful 
notice  of  service  of  process  upon  the  company,  so  as  to 
bring  it  before  any  court  within  the  State  of  North  Caro- 
lina, 

Sec.  8.  That  as  soon  as  the  sum  of  one  million  of  dollars 
shall  have  been  subscribed  in  manner  aforesaid.,  it  shall 
be  the  duty  of  the  general  commissioners,  appointed  un- 
der the  third  section  of  this  Act,  to  appoint  a  time  for  the 
stockholders  to  meet  at  Salisbury,  in  Rowan  county, 
which  they  shall  cause  to  be  previously  published,  for  the 
space  of  thirty  days,  in  one  or  more  newspapers,  as  they 
may  deem  proper,  at  which  time  ard  place  the  stockhold- 
ers in  person  or  proxy,  shall  proceed  to  elect  the  directors 
of  the  company,  and  to  enact  all  such  regulations  and  by- 
laws as  may  be  necessary  for  the  government  of  the  cor- 
poration and  the  transaction  of  its  business  :  The  persons 
elected  directors  at  this  meeting  shall  serve  snch  period, 
not  exceeding  one  year,  as  the  stockholders  may  direct; 
and  at  this  meeting  the  stockholders  shall  tix  on  the  day 
and  plaee  or  places  where  the  subsequent  election  of  direc- 
tors shald  be  held  ;  and  such  elections  shall  henceforth  be 
annually  made ;  but  if  the  day  of  the  annual  election 
should  pass  without  any  election  of  directors,  the  corpor- 


(11) 

ation  shall  not  be  thereby  dissolved,  but  it  shall  be  lawful 
on  any  other  day  to  hold  and  make  such  election  in  such 
manner  as  may  be  prescribed  by  a  by-law  of  the  corporation. 

Sec  9.  That  the  affairs  of  the  company  shall  be  man- 
aged and  directed  by  a  general  board,  to  consist  of  twelve 
directors,  to  be  elected  by  the  stockholders  from  among, 
their  number  at  their  first  and  subsequent  general  annual 
meetings,  as  prescribed  in  section  eight  of  this  act. 

Sec.  10.  That  the  election  of  directors  shall  be  by  bal- 
lot, each  stockholder  having  as  many  votes  as  he  has  shares 
in  the  stock  of  said  company  ;  and  the  person  having  a 
majority  of  all  the  votes  polled  shall  be  considered  as  duly 
elected. 

Sec.  11.  That  the  President  of  the  company  shall  be 
elected  by  the  directors  from  among  their  number,  insuch 
a  manner  as  the  regulations  of  the  company  shall  pre- 
scribe. 

Sec  12.  That  at  the  first  general  meeting  of  the  stock- 
holders, directed  to  be  called  under  section  eighth  of  this 
act,  a  majority  of  all  the  shares  subscribed  shall  be  repre- 
sented before  proceeding  to  business,  and  if  a  sufficient 
number  do  not  appear  on  the  day  appointed,  those  who 
do  attend  shall  have  power  to  adjourn  from  time  to  time 
until  a  regular  meeting  shall  be  thus  formed  ;  and  at  such 
meeting  the  stockholders  may  provide,  by  a  by-law,  as  to 
the  number  of  stockholders  and  the  amount  of  stock  to  be 
held  by  them,  which  shall  constitute  a  quorum  for  trans- 
acting business  at  all  subsequent  regular  occasional  meet- 
ings of  stockholders  and  directors. 


'o 


Sec  13.  That  at  all  elections,  and  upon  all  votes  taken  in 
any  general  meeting  of  the  stockholders  upon  any  by-law 


(12) 

-or  any  of  the  affairs  ©f  said  company,  each  share  of  stock 
shall  be  entitled  to  one  vote,  and  that  any  stockholder  in 
said  company  may  vote  by  proxy  ;  and  proxies  may  be  ver- 
ified in  such  manner  as  the  stockholders  by  by-laws  may 
prescribe. 

Sec.  14.  That  the  general  commissioners  shall  make 
their  return  of  the  shares  of  stock  subscribed  for,  at  the 
first  general  meeting  of  stockholders  and  pay  over  to  the 
directors  elected  at  said  meeting,  or  their  authorized 
agent,  all  sums  of  money  received  from  subscribers,  and 
for  failure  therefor,  shall  be  personally  liable  to  said  com- 
pany, to  be  recovered  at  the  suit  of  said  company,  in  any 
of  the  Superior  Courts  of  law  in  this  State,  within  the 
county  where  such  delinquent  or  delinquents  may  reside, 
and  in  like  manner  from  said  delinquent  or  said  delin- 
quents, executors  or  administrators,  in  case  of  his  or  their 
death. 

Sec  15.  That  the  Board  of  Directors  may  fill  all  vacancies 
which  may  occur  in  it  during  the  period  for  which  they 
have  been  elected,  and  in  the  absence  of  the  President 
may  fill  his  place  by  electing  a  President  pro  tempore  from 
ramong  their  number. 

Sec  16.  That  all  contracts  or  agreements,  authenticated 
by  the  President  and  Secretary  of  the  Board  of  Directors, 
shall  be  binding  on  the  company  without  a  seal,  or  such  a 
mode  of  authentication  may  be  used  as  the  company,  by 
their  by-laws,  may  adopt. 

Sec.  17.  That  the  company  shall  have  power  and  may 
proceed  to  construct,  as  speedy  as  possible,  a  railroad  with 
■one  or  more  tracks,  to  be  used  with  steam  power,  which 
shall  extend  from  the  Wilmington  and  Raleigh  Railroad, 
where  the  same  passes  over  jSTeuse  river,  in  the  county  of 
Wayne,  via  Raleigh  and  Salisbury,  to  the  town  of  Char- 


(13) 

lotte,  in  Mecklenburg  county  ;  said  company  may  use  any 
section  of  the  railroad  constructed  by  them  before  the 
whole  of  said  road  shall  be  completed. 

Sec.  18.  That  the  said  company  shall  have  the  exclu- 
sive right  of  conveyance  or  transportation  of  persons, 
goods,  merchandise  and  produce  over  the  said  railroad,  to 
be  by  them  constructed  at  such  charges  as,  may  be  fixed 
on  by  a  majority  of  the  directors. 

Sec.  19.  That  the  said  company  may,  when  they  see 
fit,  farm  out  their  right  of  transportation  over  said,  rail- 
road, subject  to  the  rules  above  mentioned  ;  and  said  com- 
pany and  every  person  who  may  have  received  from  them 
the  right  of  transportation  of  goods,  wares  and  produce  on 
the  said  railroad,  shall  be  deemed  and  taken  to  be  a  com- 
mon carrier,  as  respects  all  goods,  wares,  produce  and 
merchandise  entrusted  to  them  for  transportation. 

Sec.  20.  That  the  Board  of  Directors  may  call  for  the 
payment  of  the  sums  subscribed  as  stock  in  said  company 
in  such  instalments  as  the  interest  of  said  company  may, 
in  their  opinion  require;  the  call  for  each  payment  shall 
be  published  in  one  or  more  newspapers  in  this  State 
for  the  space  of  one  month  before  the  day  of  payment ; 
and  on  failure  of  any  stockholder  to  pay  each  in- 
stalment as  thus  required,  the  directors  may  sell  at 
public  auction,  on  a  previous  notice  of  ten  days  for  cash, 
all  the  stock  subscribed  for  in  said  company,  by  such 
stockholder,  and  convey  the  same  to  the  purchaser  at  said 
sale  ;  and  if  said  sale  of  stock  do  not  produce  a  sum  suffi- 
cient to  pay  off  the  incidental  expenses  of  the  sale,  and 
the  entire  amount  owing  by  such  stockholder  to  the  com- 
pany for  such  subscription  of  stock,  then  and  in  that  case 
the  whole  of  such  balance  shall  be  held  and  taken  as  due 


(14) 

at  once  to  the"companyr  and  may  be  recovered  of  such 
stockholder  or  his  executors,  administrators  or  assigns,  at 
the  suit  of  said  company,  either  by  summary  motion  in 
any  court  of  superior  jurisdiction  in  the  county  where  the 
delinquent  resides,  on  a  previous  notice  of  ten  days  to 
said  subscriber,  or  by  the  action  of  assumpsit  in  any  Court 
of  competent  jurisdiction,  or  by  a  warrant  before  a  Justice 
of  the  Peace,  where  the  sum  does  not  exceed  one  hundred 
dollars ;  and  in  all  cases  of  assignment  of  stock,  before 
the  whole  amount  has  been  paid  to  the  company,  then 
for  all  sums  due  on  such  stock,  both  the  original  subscri- 
bers, and  the  first  and  all  subsequent  assignees  shall  be 
liable  to  the  company,  and  the  same  may  be  recovered 
as  above  described. 

Sec.  21.  That  the  debt  of  stockholders,  due  to  the 
Company  for  stock  therein,  either  as  original  proprietor 
or  as  first  on  subsequent  assignee,  shall  be  considered  as 
of  equal  dignity  with  judgments  in  the  distribution  of 
assets  of  a  deceased  stockholder,  by  his  legal  representa- 
tives. 

Sec.  22.  That  said  Company  shall  issue  certificates  of 
stock  to  its  members ;  and  said  stock  may  be  transferred 
in  such  manner  and  form  as  may  be  directed  by  the  by- 
laws of  the  company. 

Sec.  23.  That  the  said  company  may,  at  any  time,  in- 
crease its  capital  to  a  sum  sufficient  to  complete  said  road, 

not  exceeding dollars,  either  by  opening 

books  for  new  stock  or  by  selling  such  new  stock,  or  by 
borrowing  money  on  the  credit  of  the  company,  and  on 
the  mortgage  of  its  charter  and  works;  and  the  manner 
in  which  the  same  shall  be  done  in  either  case,  shall  be 
prescribed  by  the  stockholders  at  a  general  meeting. 


(15) 

Sec.  24.  That  the  Board  of  Directors  shall  once  in  every 
year,  at  least,  make  a  full  report  on  the  state  of  the  com- 
pany, and  its  affairs  to  a  general  meeting  of  the  stock- 
holders, and  oftener  if  required  by  a  by-law,  and  shall 
have  power  to  call  a  general  meeting  of  the  stockholders, 
when  the  Board  may  deem  it  expedient ;  and  the  compa- 
ny may  provide,  in  their  by-laws,  for  occasional  meetings 
being  called,  and  prescribe  the  mode  thereof. 

Sec.  25.  That  the  said  company  may  purchase,  have 
and  hold,  in  fee,  or  for  a  term  of  years,  any  land,  tene- 
ments, or  hereditaments,  which  ma}'-  be  necessary  for  the 
said  road,  or  the  appurtenances  thereof,  or  for  the  erection 
of  depositories,  storehouses,  houses  for  the  officers,  ser- 
vants or  agents  of  the  company,  or  for  workshops  or  foun- 
dries, to  be  used  for  the  said  company  ;  or  for  procuring 
stone  or  other  materials  necessary  to  the  construction  of 
the  road,  or  for  effecting  transportation  thereon,  and  for 
no  other  purposes  whatever. 

Sec.  26.  That  the  company  shall  have  the  right,  when 
necessary,  to  conduct  the  said  road  across  or  along  any 
public  road  or  water  course :  Provided,  That  the  said 
company  shall  not  obstruct  any  public  road,  without  con- 
structing another  equally  as  good  and  as  convenient,  nor 
without  making  a  draw  in  any  bridge  of  said  road,  which 
may  cross  a  navigable  stream,  sufficient  for  the  passage  of 
vessels  navigating  such  stream,  which  draw  shall  be  open- 
ed by  the  company  for  the  free  passage  of  vessels  naviga- 
ting such  stream. 

Sec.  27.  That  when  any  lands  or  right  of  way  may  be 
required  by  said  company,  for  the  purpose  of  construct- 
ing their  road,  and  for  the  want  of  agreement  as  to  the 
value  thereof,  or  from  any  other  cause  the  same  cannot 
be  purchased  from  the  owner  or  owners,  the  same  may  be 


• 


(16) 

taken  at  a  valuation  to  be  made  by  live  commissioners,  or 
a  majority  of  them,  to  be  appointed  by  any  court  of 
record,  having  common  law  jurisdiction  in  the  county 
where  some  part  of  the  land  or  right  of  way  is  situated. 
In  making  the  said  valuation,  the  said  commissioners 
shall  take  into  consideration  the  loss-  or  damage  which 
may  accrue  to  the  owner  or  owners  in  consequence  of  the 
land  or  the  right  of  wa}^  being  surrendered,  and  the  ben- 
efit and  advantage  he,  she,  or  they  may  receive  from  the 
erection  or  establishment  of  the  railroad  or  work,  and 
shall  state  particularly  the  value  and  amount  of  each  ; 
and  the  excess  of  loss  and  damage,  over  and  above  the 
advantage  and  benefit,  shall  form  the  measure  of  valua- 
tion of  the  said  land  or  right  of  way  :  Provided,  neverthe- 
less, that  if  any  person  or  persons  over  whose  land  the 
road  may  pass,  should  be  dissatisfied  with  the  valuation 
of  said  commissioners,  then  and  in  that  case,  the  person 
or  persons  so  dissatisfied  may  have  an  appeal  to  the  Supe- 
rior court,  in  the  county  where  the  said  valuation  has 
been  made,  or  in  either  county  in  which  the  land  lies, 
when  it  may  lie  in  more  than  one  county,  under  the  same' 
rules,  regulations  and  restrictions  as  in  appeals  from  judg- 
ments of  Justices  of  the  Peace.  The  proceedings  of  the 
said  commissioners,  accompanied  with  a  full  description 
of  the  said  land  or  right  of  way,  shall  be  returned,  under 
the  hands  and  seals  of  a  majority  of  the  commissioners,  to 
the  court  from  which  the  commission  issued,  there  to  re- 
main a  matter  of  record.  And  the  lands  or  right  of  way 
so  valued  by  the  said  commissioners,  shall  vest  in  the 
said  company  so  long  as  the  same  shall  be  used  for  the 
purposes  of  said  railroad,  so  soon  as  the  valuation  may 
be  paid,  or,  when  refused,  may  have  been  tendered :  Pro- 
vided, that  on  application  for  the  appointment  of  commis- 
sioners, under  this  section,  it  shall  be  made  to  appear  to 
the  satisfaction  of  the  court,  that  at  least  ten  days  previ- 


(17) 

ous  notice  has  been  given  by  the  applicant  to  the  owner 
or  owners  of  land  so  proposed  to  be  condemned,  or,  if  the 
owner  or  owners  be  infants  or  non  compos  mentis,  'then  to 
the  guardian  of  such  owner  or  owners,  if  such  guardian 
can  be  found  within  the  county,  or  if  he  cannot  be  so 
found,  then  such  appointment  shall  not  be  made  unless 
notice  of  the  application  shall  have  been  published,  at 
least  one  month  next  preceding,  in  some  newspaper  print- 
ed as  convenient  as  may  be  to  the  court  house  of  the 
county,  and  shall  have  been  posted  at  the  door  of  the 
court  house,  on  the  first  day  at  least  of  the  term  of  said 
court,  to  which  the  application  is  made :  Provided,  fur,? 
ther,  that  the  valuation  provided  for  in  this  section,  shall 
be  made  on  oath  by  the  commissioners  aforesaid,  which 
oath,  any  justice  of  the  peace,  or  clerk  of  the  court  of 
county  in  which  the  land  or  a  part  of  it  lies,  is  hereby 
authorized  to  administer:  Provided,  further,  That  the 
right  of  condemnation  herein  granted  shall  not  authorize 
the  said  company  to  invade  the  dwelling  house,  yard, 
garden  or  burial  ground  of  any  individual,  without  his 
consent. 

Sec.  28.  That  the  right  of  said  company  to  condemn 
lands  in  the  manner  described  in  the  twenty-seventh  sec- 
tion of  this  act  shall  extend  to  the  condemning  one  hun- 
dred feet  on  each  side  of  the  main  track  of  the  road, 
measuring  from  the  centre  of  the  same,  unless  in  case  of 
deep  cuts  and  fillings,  when  said  company  shall  have  pow- 
er to  condemn  as  much  in  addition  thereto,  as  may  be 
necessary  for  the  purposes  of  constructing  said  road ;  and 
the  company  shall  also  have  power  to  condemn  any  appro- 
priate lauds  in  like  manner,  for  the  constructing  and 
building  of  depots,  shops,  ware-houses,  buildings  for  ser- 
vants, agents  and  persons  employed  on  the  road,  not  ex- 
ceeding two  acres  in  any  one  lot  or  station. 


(18) 

Sec.  29.  That  in  the  absence  of  any  contract  or  con- 
tracts with  said  company,  in  relation  to  lands  through 
which  the  said  road  or  its  branches  may  pass,  signed  by 
the  owner  thereof  or  by  his  agent,  or  any  claimant  or 
or  person  in  possession  thereof,  which  may  be  confirmed 
by  the  owner  thereof,  it  shall  be  presumed  that  the  land 
upon  which  the  said  road  or  any  of  its  branches  may  be 
constructed,  together  with  a  space  of  one  hundred  feet  on 
each  side   of    the   centre  of    the    said    road,  has    been 
granted  to  the  said  company  by   the  owner  or  owners 
thereof;  and  the  said  company  shall  have  good  right  and 
"*  title  thereto,  and  shall  have,  hold  and  enjoy  the  same  as 
long  as  the  same  be  used  for  the  purposes  of  said  road  and 
no  longer,  unless  the  person  or  persons  owning  the  said 
land  at  the  time  that  part  of  the  said  road  which  may  be 
on  the  said  land,  was  finished,  or  those  claiming  under 
him,  her  or  them,  shall  apply  for  an  assessment  of  the 
value  of  said  lands,  as  hereinbefore  directed,  within  two 
years  next  after  that  part  of  the  said  road,  which  may  be 
on  said  land  was  finished ;  and  in  case  the  said  owner  or 
owners,  or  those  claiming  under  him,  her  or  them,  shall 
not  apply  within  two  years  next  after  the  said  part  was 
finished,  he,  she  or  they  shall  be  forever  barred  from  re- 
covering said  land  or  having  any  assessment  or  compen- 
sation thereof:  Provided,  nothing  herein  contained  shall 
effect  the  rights  of  feme  coverts  or  infants,  until  two  years 
after  the  removal  of  their  respective  disabilities. 

Sec.  30.  That  all  lands  not  heretofore  granted  to  any 
person,  nor  appropriated  by  law  to  the  use  of  the  State, 
within  one  hundred  feet  of  the  centre  of  said  road,  which 
may  be  constructed  by  the  said  company,  shall  vest  in  the 
company  as  soon  as  the  line  of  the  road  is  definitely  laid 
out  through  it,  and  any  grant  of  said  land  thereafter  shall 
be  void. 


(19) 

Sec.  31.  That  if  any  person  or  persons  shall  intrude 
upon  the  said  railroad  by  any  manner  of  use  thereof,  or  of 
the  rio-hts  and  privileges  connected  therewith,  without 
the  permission  or  contrary  to  the  will  of  the  said  com- 
pany, he,  she  or  they  may  be  indicted  for  misdemeanor, 
and  upon  conviction  fined  and  imprisoned  by  any  court 
of  competent  jurisdiction. 

Sec.  32.  That  if  any  person  shall  wilfully  and  mali- 
ciously destroy,  or  in  any  manner  hurt,  or  damage,  or 
obstruct,  or  shall  wilfully  and  maliciausly  cause,  or  aid, 
or  assist  or  counsel  and  advise  an}T  other  person  or  persons 
to  destroy,  or  in  any  manner  to  hurt,  damage  or  destroy,  in- 
jure or  obstruct  the  said  railroad,  or  any  bridge  or  vehicle 
used  for  or  in  the  transportation  thereon,  any  water-tank, 
ware-house,  or  any  other  property  of  said  company,  such 
person  or  persons  so  offending,  shall  be  liable  to  be  indict- 
ed therefor,  and  on  conviction,  shall  be  imprisoned  not 
more  than  six,  nor  less  than  one  month,  and  pay  a 
fine  not  exceeding  five  hundred  dollars,  nor  less  than 
twenty  dollars,  at  the  discretion  of  the  court  before 
which  said  conviction  shall  take  place;  and  shall  be  further 
liable  to  pay  all  expenses  of  repairing  the  same ;  and  it 
shall  not  be  competent  for  any  person  so  offending  against 
the  provisions  of  this  clause  to  defend  himself  by  plead- 
ing or  giving  in  evidence  that  he  was  the  owner, 
agent,  or  servant  of  the  owner  of  the  land  where  such 
destruction,  hurt,  damage,  injury,  or  obstruction  was 
done,  at  the  time  the  same  was  done,  or  caused  to  be 
done. 

Sec.  33.  That  every  obstruction  to  the  safe  and  free 
passage  of  vehicles  on  the  said  road  or  its  branches  shall 
be  deemed  a  public  nuisance,  and  may  be  abated  as  such 
by  any  officer,  agent  or  servant  of  said  company  ;  and 
the  person  causing  such  obstruction  may  be  indicted  and 
punished  for  erecting  a  public  nuisance. 


(20) 

Sec.  34.  That  the  said  company  shall  have  the  right  to 
take  at  the  storehouses  they  may  establish  on,  or  annex 
to  their  railroad  or  the  braches  thereof,  all  goods,  wares, 
merchandise  and  produce  intended  for  transportation, 
prescribe  the  rules  of  priority,  and  charge  and  receive 
such  just  and  reasonable  compensation  for  storage,  as 
they  by  rules  may  establish  (which  they  shall  cause  to  be 
published)  or  as  may  be  fixed  by  agreement  with  the 
owner  which  may  be  distinct  from  the  rates  of  transpor- 
tation :  Provided,  that  the  said  company  shall  not  charge 
or  receive  storage  on  goods,  wares,  merchandise  or  produce 
which  may  be  delivered  to  them  at  their  regular  deposi- 
tories for  immediate  transportation,  and  which  the  com- 
pany may  have  power  to  transport  immediately. 

Sec.  35.  That  the  profits  of  the  company,  or  so  much 
thereof  as  the  general  board  may  deem  advisable,  shall, 
when  the  atiairs  of  the  company  will  permit,  be  semi- 
annually divided  among  the  stockholders,  in  proportion 
to  the  stock  each  may  own. 

Sec.  36.  That  whenever  it  shall  appear  to  the  Board 
of  Internal  Improvements  of  this  State,  by  a  certificate 
under  the  seal  of  said  company,  signed  by  their  Treas- 
urer and  countersigned  by  their  President,  that  one  third 
have  been  subscribed  for  and  taken,  and  that  at  least  five 
hundred  thousand  dollars  of  said  stock  has  been  actually 
paid  into  the  hands  of  said  Treasurer  of  said  company, 
the  said  Board  of  Internal  Improvements  shall  be,  and 
they  are  hereby  authorized  and  required  to  subscribe  on 
behalf  of  the  State,  for  stock  in  said  company,  to  the 
amount  of  two  millions  of  dollars  to  the  capital  stock  of 
said  company ,  and  the  subscription  shall  be  paid  in  the 
following  manner,  to-wit :  The  one  fourth  part  as  soon  as 
the  said  company  shall  commence  work,  and  one  fourth 
thereof  every  six  months  thereafter,  until  the  whole  sub- 


(21) 

scription  in  behalf  of  the  State  shall  be  paid.:  Provided, 
the  Treasurer  and  President  of  said  company  shall,  be- 
fore they  receive  the  aforesaid  instalments,  satisfactorily 
assure  the  Board  of  Internal  Improvements,  by  the  cer- 
tificates, under  the  seal  of  said  company,  that  an  amount 
of  the  private  subscription  has  been  paid  in  equal  pro- 
portion to  the  stock  subscribed  by  the  State. 

Sec.  37.  That  if  in  case  the  present  Legislature  shall 
not  provide  the  necessary  and  ample  means  to  pay  the 
aforesaid  instalments  on  the  stock  subscribed  for  on  be- 
half of  the  State,  as  provided  for  in  the  36th  section  of 
this  Act,  and  in  that  event  the  Board  of  Internal  Im- 
provement aforesaid  shall,  and  they  are  hereby  authorized 
and  empowered  te  borrow,  on  the  credit  of  the  State,  not 
exceeding  two  million  of  dollars,  as  the  same  may  be 
needed  by  the  requirements  of  this  Act. 

Sec.  38.  That  if  in  case  it  shall  become  necessary  to 
borrow  the  money,  fey  this  Act  authorized,  the  Public 
Treasurer  shall  issue  the  necessary  certificates,  signed  by 
himself  and  countersigned  by  the  Comptroller,  in  sums 
not  less  than  one  thousand  dollars  each,  pledging  the 
State  for  the  payment  of  the  sum  therein  mentioned,  with 
interest  thereon  at  the  rate  of  interest  not  exceeding  six 
per  cent,  per  annum,  payable  semi-annually,  at  such  times 
and  places  as  the  Treasurer  mpy  appoint — the  principle 
of  which  certificates  shall  be  redeemable  at  the  end 
of  thirty  years  from  the  time  the  same  are  issued  ;  but 
no  greater  amount  of  such  certificates  shall  be  issued  at 
any  one  time  than  may  be  sufficient  to  meet  the  instal- 
ment required  to  be  paid  by  tbe  State  at  that  time. 

Sec  39.  Be  it  further  enacted,  That  the  Comptroller 
shall  register  said  certificates  at  large  in  a  book  to  be  by 
him  kept  for  that  purpose,  at  the  time  he  countersigns 


C-22) 

the  same  ;  and  when  he  delivers  the  same  to  the  Public 
Treasurer,  he  shall  charge  him  in  his  books  with  the 
amount  thereof,  and  also  with  all  such  sums,  if  any,  as 
the  Public  Treasurer  may  obtain  by  way  of  premium  on 
the  sale  of  the  said  certificates,  an  account  of  which  the 
Public  Treasurer  shall  render  to  the  Comptroller,  so  soon 
as"  negotiations  from  time  to  time,  for  the  sale  of  said  cer- 
tificates, are  closed. 

Sec.  40.  Be  it  further  enacted,  That  if  it  shall  become 
necessary  to  issue  the  certificates  aforesaid,  the  Public 
Treasurer  shall  advertise  in  one  or  more  newspapers,  as 
he  may  think  best,  and  invite  sealed  proposals  for  such 
amount  of  the  aforesaid  sum  of  two  millions  of  dollars  as 
may  be  wanted  at  any  one  time,  and  it  shall  be  his  duty 
to  accept  those  terms  which  may  be  most  advantageous 
to  the  State :  Provided,  That  in  no  event  shall  any  of  the 
said  certificates  be  sold  for  less  than  their  par  value ;  and 
any  premium  which  may  be  obtained  on  the  sale  of  said 
certificates  shall  be  placed  in  the  Public  Treasury,  and 
used  as  other  public  funds  in  the  payment  of  interest  on 
the  debt  hereby  created. 

Sec.  41.  Be  it  further  enacted,  That  as  security  for  the 
redemption  of  said  certificates  of  debt,  the  public  faith  of 
the  State  of  North  Carolina  is  hereby  pledged  to  the 
holders  thereof,  and  in  addition  thereto  all  the  stock  held 
by  the  State  in  "The  North  Carolina  Railroad  Company" 
hereby  created,  shall  be,  and  the  same  is  hereby,  pledged 
for  that  purpose ;  and  any  dividends  of  profit  which  may, 
from  time  to  time,  be  declared  on  the  stock  held  by  the 
State  shall  be  applied  to  the  payment  of  the  interest  ac- 
cruing on  said  certificates  ;  but  until  such  dividends  of 
profit  may  be  declared,  it  shall  be  the  duty  of  the  Treasu- 
rer, and  he  is  hereby  authorized  and  directed  to  pay  all 


(23) 

such  interest  as  the  same  may  accrue  out  of  any  moneyi 
in  the  Treasury  not  otherwise  appropriated. 

Sec.  42  Be  it  further  enacted,  That  the  certificates  of 
debt  hereby  authorized  to  be  issued,  shall  be  transferable 
hy  the  holders  thereof,  their  agents  or  attorneys,  properly 
constituted,  in  a  book  to  be  kept  by  the  Public  Treasurer 
for  that  purpose ;  and  in  every  instance,  where  a  transfer 
is  made,  the  outstanding  certificate  shall  be  surrendered 
and  given  up  to  the  Public  Treasurer,  and  by  him  cancel- 
led, and  a  new  one,  for  the  amount,  issued  in  its  place  to 
the  person  to  whom  the  same  is  transferred. 

Sec.  43.  That  the  State  shall  appoint  a  number  of  Di- 
rectors in  said  company,  in  proportion  to  the  stock  sub- 
scribed, who  shall  be  appointed  by  the  Governor,  by  and 
with  the  advice  and  consent  of  his  council,  and  removed 
in  like  manner. 

Sec.  44.  That  the  following;  officers  and  servants  and 
persons  in  the  actual  employment  of  the  said  company  be, 
and  they  are  hereby  exempted  from  the  performance  of 
jury  and  ordinary  military  duty  :  The  President  and 
Treasurer  of  the  Board  of  Directors,  and  chief  and  assist- 
ant Engineers,  the  Secretaries  and  accountants  of  the  com- 
pany, keepers  of  the  depositories,  guard  stationed  on  the 
road  to  protect  it  from  injury,  and  such  persons  as  may 
be  working  the  locomotive  engines  and  traveling  with 
cars  for  the  purpose  of  attending  to  the  transporting  of 
produce,  goods  and  passengers  on  the  road. 

Sec  45.  Be  it  enacted,  That  for  the  purpose  of  putting 
the  Raleigh  and  Gaston  Railroad  in  good  and  complete 
order  for  the  profitable  transportation  of  persons  and  pro- 
duce, and  for  the  further  purpose  of  reviving  the  Raleigh 
and   Gaston    R  lilroad   Company,   Rhodes  N.   Herndon, 


(24) 

Thomas  Miller,  John  8*  Eaton,  of  Granville  county  ;  Wil- 
liam J.  Hawkins,  Weldon  N.  Edwards,  George  D.  Bask- 
erville,  of  Warren  county  ;  George  W.  Mordecai,  Richard 
Smith,  W.  W.  Holden,  of  Wake  county  ;  John  D.  Haw- 
kins, St.,  Allen  C.  Perry,  John  D.  Hawkins,  Jr.,  of  Frank- 
lin county ;  and  the  late  stockholders  of  and  obligors  for 
the  Raleigh  and  Gaston  Railroad  Company,  or  any  part 
of  them,  and  such  other  persons  and  corporations  as  may 
associate '  with  them,  are  hereby  created  a  body  politic 
and  corporate,  by  the  name  and  style  of  the  Raleigh  and 
Gaston  Railroad  Company,  and  by  that  name  shall  be 
able  to  sue  and  be  sued,  and  shall  have,  possess  and  enjoy 
all  the  rights,  franchises,  powers  and  privileges,  vested  in 
and  granted  to  the  Raleigh  and  Gaston  Railroad  Compa- 
ny, by  an  Act,  entitled  "An  Act  to  incorporate  the  Ral- 
eigh  and    Gaston   Railroad   Compan}T,"  passed    by   the 

General  Assembly  of  this  State  on  the day  of , 

and  shall  be  subject  to  all  the  restraints,  limitations, .re- 
strictions and  liabilities  imposed  by  the  said  Act ;  and  all 
the  other  provisions  of  the  said  Act,  so  far  as  the  same 
remain  to  be  executed,  are  hereby  declared  to  be  in  full 
force  and  effect,  upon  the  following  terms  and  conditions 
nevertheless. 

Sec.  46.  Be  it  enacted,  That  whenever  the  said  persons 
and  their  associates  named  in  the  foregoing  section,  shall 
have  subscribed  the  sum  of  five  hundred  thousand  dollars, 
for  the  purposes  aforesaid,  and  shall  have  expended  the 
same  in  putting  the  Raleigh  and  Gaston  Railroad  in  com- 
plete order  with  heavy  T  iron,  or  other  iron  equally  good, 
not  weighing  less  than  fifty  pounds  to  the  yard,  then  one- 
half  of  the  said  railroad,  with  all  the  machine  shops,  de- 
pots, water  stations,  engines,  coaches,  cars  and  every 
other  property  appertaining  to  the  railroad,  shall  be  sold, 
conveyed  and  transferred  to  the  said  subscribers,  their 
heirs  and  assigns,  by  the  Governor,  under  the  great  seal 


(25) 

of  the  State  ;  and  the  said  late  stockholders  and  obligors 
of  the  said  Raleigh  and  Gaston  Railroad  Company,  shall 
be  and  are  hereby  declared  to  be  forever  released  and  dis- 
charged from  all  liability  to  the  State,  for  and  on  account 
of  the  said  Raleigh  and  Gaston  Railroad  Company,  upon 
the  payment  of  costs  incurred.  And  the  Governor  is 
hereby  authorized,  and  it  is  declared  to  be  his  duty,  to 
suspend  the  further  prosecution  of  suits  brought  by  the 
State  against  the  said  stockholders  and  obligors,  until  it 
can  be  ascertained  whether  the  subscribers  are  willing  to 
accept  the  conditions  of  this  Act,  and  that  they  shall  be 
allowed  two  years  from  the  passage  of  this  Act  to  make 
known  their  determination  to  the  Governor.  And  if  the 
terms  and  conditions  of  this  Act  shall  be  accepted,  and 
the  work  commenced  within  two  years,  and  finished 
within  three  years  from  the  ratification  of  this  Act,  thea 
this  Act  shall  continue  and  be  in  full  force  for  ninety 
years  and  no  longer. 

Sec  47.  Be  it  further  enaeted,  That  if  the  conditions  of 
this  act  are  accepted,  and  the  sum  of  five  hundred  thous- 
and dollars  have  been  subscribed  by  solvent  subscribers, 
to  be  judged  of  by  the  Governor  and  Attorney  General, 
then  and  in  that  case,  the  said  subscribers  shall  have 
lawful  authority  to  mortgage  one  half  of  the  said  railroad 
to  enable  them  to  obtain  the  necessary  credit  to  purchase 
a  part  of  the  iron  which  will  be  needed  for  said  road. 

Sec.  48.  Be  it  further  enacted,  That  if  the  said  subscri- 
bers shall  refuse  or  neglect  to  accept  the  terms  and  con- 
ditions of  this  act,  then  all  the  benefits  of  the  same  shall 
be  granted  to  Thomas  F.  Wyatt,  John  Campbell,  Thomas 
P.  Devereux,  Andrew  Joyner,  "Weldon  N.  Edwards, 
George  D.  Baskerville,  and  Alexander  Hawkins,  and 
such  other  persons  as  may  associate  with  them,  who 
shall  accept  and  comply  with  all   the  terms  and  condi- 


(26) 

tions  of  the  same ;  and  they  and  their  successors  are 
hereby  incorporated  into  a  Company,  by  the  name  and 
•style  of  the  Raleigh  and  Gaston  Railroad  Company, 
and  b}'  that  name  shall  have  lawful  authority  to  sue  and 
he  sued,  to  hold,  possess  and  enjoy  all  the  rights,  franr 
ehises,  powers  and  privileges  granted  by  this  act  and 
shall  be  subject  to  all  the  restraints,  limitations,  restric- 
tions, and  liabilities  imposed  by  the  same. 

Sec.  49.  Be  it  enacted,  That  whenever  the  Roanoke 
Railroad  Company  or  the  Seaboard  and  Roanoke  Rail- 
road Company,  with  or  without  the  aid  of  individuals, 
shall  subscribe  to  the  Raleigh  and  Gaston  Railroad  Com- 
pany, one  half  of  the  sum  necessary  to  construct  a  rail- 
road from  some  convenient  point  on  the  Raleigh  and 
Gaston  Railroad,  near  the  Littleton  Depot,  or  any  point 
between  that  depot  and  Roanoke  river,  and  the  town  of 
Weldon,  or  any  point  in  the  neighborhood  thereof,  so  as 
to  connect  with  the  Wilmington  and  Raleigh  Railroad, 
and  the  Seaboard  and  Roanoke  Railroad,  and  shall  expend 
the  said  sum  in  forming  the  .said  connection,  then  the 
said  Raleigh  and  Gaston  Railroad  shall  be  extended  to  the 
said  town  of  Weldon  or  neighborhood  thereof ;  and  the 
Public  Treasurer  is  hereby  authorized  and  directed  to 
subscribe  for  an  equal  sum  for  and  in  behalf  of  the 
State,  and  pay  for  such  subscription,  out  of  any  money 
in  the  Treasury  not  otherwise  appropriated;  and  for  the 
want  of  such  money  in  the  Treasur}7,  the  Public  Treasu- 
rer is  hereby  authorized  to  borrow  the  sum  at  a  rate  of 
interest  not  exceeding  six  per  cent,  per  annum,  and  to 
issue  bonds  payable  at  any  time  within  ten  years,  for  not 
less  than  five  hundred  dollars  each. 

Sec.  50.  And  be  it  farther  enacted,  That  one  of  the  con- 
ditions of  this  charter  is  that  this  General  Assembly  shall 
have  power  and  authority   at   any   future  session  to  es- 


(27) 

tablish,  regulate  and  control  the  intercourse  between  the 
North  Carolina  Railroad  and  the  Raleigh  and  Gaston 
Railroad,  so  as  best  to  secure  to  the  public  an  easy  and 
convenient  passage  of  persons  and  property. 

Sec.  51.  Be  it  further  enacted,  That  the  sum  of  forty 
thousand  dollars  be  raised  by  the  State  in  the  same  man- 
ner as  other  moneys  are  raised  by  the  provisions  of  this 
act,  be,  and  the  same  is  hereby  appropriated  for  the  pur- 
pose of  cleaning  out  and  improving  the  navigation  of  the 
river  Neuse  between  the  town  of  Newbern  and  the  town 
of  Smithfield.  And  also,  that  the  further  sum  of  twenty- 
five  thousand  dollars,  to  be  raised  in  like  manner,  be  and 
the  same  is  hereby  appropriated  for  the  purpose  of  clean- 
ing out  and  improving  the  navigation  of  the  Tar  river 
between  the  town  of  Washington  and  the  falls  of  the  said 
river ;  and  that  his  Excellency  the  Governor  is  hereby 
empowered  and  required  to  appoint  suitable  commis- 
sioners to  carry  into  effect  the  requirements  of  this  sec- 
tion :  Provided,  The  sum  hereby  appropriated  to  the 
Neuse  and  Tar  rivers  shall  not  be  paid  by  the  Public 
Treasurer  until  the  railroad  company  shall  have  sub- 
scribed the  whelp  amount  of  stock  required  from  them  by 
the  provisions  of  this  act,  and  have  commenced  operations 
on  said  road. 

Sec.  52.  Be  it  further  enacted,  That  as  soon  as  the  said 
North  Carolina  Railroad  is  commenced  and  the  super- 
structure of  the  same  laid  down  at  Raleigh,  the  owners, 
proprietors  and  authorities  of  the  Raleigh  and  Gaston 
Railroad  shall  be,  and  they  are  hereby  authorized  and 
empowered  to  effect  a  junction  and  form  an  actual  con- 
nection with  the  said  North  Carolina  Railroad,  at  such 
point  at  or  in  the  vicinity  of  Raltigh  as  they  in  their  dis- 
cretion may  select. 


(28) 

Sec.  53.  Be  it  further  enacted,  That  all  the  works  hereby 
required  of  the  North  Carolina  Railroad  Company  shall 
be  executed  with  due  diligence,  and  if  they  be  not  com- 
menced within  three  years  after  the  ratification  of  this 
Act,  and  finished  within  ten  years  after  the  period  of 
commencement,  then  this  charter  shall  be  forfeited. 

Ratified  27th  of  January,  1849. 


/ 


AMENDMENTS  TO  THE  CHARTER. 


AN  ACT  FOR  THE   COMPLETION  OF  THE  NORTH    CAROLINA    RAIL- 
ROAD. 

Section  1.  Be  it  enact  d  by  the  General  Assembly  of  the 
State  of  North  Carolina,  and  it  is  hereby  enacted  by  the  au- 
thority of  the  same,  That  the  Puhlic  Treasurer  is  author- 
ized, and  instructed  to  subscribe,  in  behalf  of  the  State, 
for  ten  thousand  additional  shares  of  capital  stock  in  the 
North  Carolina  Railroad  Company,  and  that  he  make 
payment  for  said  stock  by  issuing  and  making  sale  of  the 
bonds  of  the  State,  under  the  same  provisions,  regulations 
and  restrictions  prescribed  for  the  sale  of  the  bonds  here- 
tofore issued  and  sold  to  pay  the  State's  original  subscrip- 
tion in  the  stock  of  said  Company,  and  the  same  pledges 
and  securities  are  hereby  given  for  the  faithful  payment 
and  redemption  of  the  certificates  of  debt  now  authorized, 
that  were  given  for  those  issued  under  the  same  Act: 
Provided,  nevertheless,  That  the  whole  amount  of  principal 
money  of  such  bonds  or  certificates  of  debt  shall  not  ex- 
ceed the  sum  of  one  million  of  dollars. 

Sec.  2.  Be  it  further  enacted,  That  the  stock  thus  direct- 
ed to  be  subscribed  and  paid  for,  in  behalf  of  the  State, 
shall  be  a  preferred  stock  in  the  North  Carolina  Railroad 
Company,  and  the  State  shall  be  entitled  to  six  per  cent, 
per  annum,  payable  semi-annually  thereon,  out  of  any 
dividends  of  profits  made  by  said  Company,  before  any 
dividends  shall  be  paid  on  any  other  stock  in  the  same, 
and  that  the  stockholders  of  said  Company,  in  general 
meeting  assembled,  shall  give  their  assent  to  the  provis- 
ions of  this  Act,  and  that  the  President  of  said  Company 


(30) 

shall  make  a  certificate  of  said  assent,  under  the  seal  of 
the  said  Company,  to  be  approved  by  the  Governor  of 
the  State,  and  filed  in  the  office  of  the  Public  Treasurer 
before  the  subscription  shall  be  made  as  directed  in  the 
first  section  of  this  Act :  Provided,  That  the  6aid  stock 
of  one  million  shall  continue  to  be  preferred  stock,  enti- 
tled as,  aforesaid,  only  so  long  as,  and  during  the  time, 
that  it  is  held  by  the  State,  but  upon  being  sold  and 
transferred  by  the  State,  shall  thenceforth  cease  to  be  en- 
titled to  dividends  of  preference,  as  aforesaid  :  Provided, 
further,  That  said  stock  may  be  transferred  to  any  other 
work  of  internal  improvements,  by  a  future  Legislature. 

Sec.  3.  Be  it  further  enacted,  That  the  affairs  of  the  said 
Company  shall  be  managed  and  directed  by  a  general 
board  to  consist  of  twelve  directors — eight  on  the  part  of 
the  State,  and  four  on  the  part  of  individual  stockholders 
— to  be  elected  and  appointed  as  heretofore  provided  in 
the  original  act  of  incorporation  of  said  Company,  at  the 
general  annual  meetings  of  stockholders  of  said  Company, 
and  that  no  person  shall  be  competent  to  act  as  a  director 
in  said  Company  who  is  not  a  stockholder  to  the  amount 
of  five  shares  of  stock. 

Sec.  4.  Be  it  further  enacted,  That  at  all  general  meet- 
ings of  the  stockholders,  the  State  shall  be  represented 
by  an  agent  or  proxy  appointed  by  the  Governor,  and 
such  agent  or  proxy  shall  not  be  entitled  in  the  general 
meetings  aforesaid  to  vote  in  the  election  of  the  directors 
to  be  elected  on  the  part  of  individuals. 

Sec.  5.  Be  it  further  enacted,  That  all  real  estate  held 
by  said  Company  for  right  of  way,  for  station  places  of 
whatever  kind,  and  for  workshop  location,  shall  be  ex- 
empt from  taxation  until  the  dividends  of  profits  of  said 
Company  shall  exceed  six  per  centum  per  annum. 


(31) 

Sec.  P.  Be  it  further  enacted,  That  the  sum  of  fifteen 
thousand  dollars,  to  be  raised  bj  the  State  in  the  same 
manner  as  other  moneys  are  raised  by  the  provisions  of 
this  Act,  be,  and  the  same  is  hereby  appropriated,  for  the 
purpose  of  cleaning  out  and  improving  the  navigation  of 
Tar  river,  between  the  town  of  Washington  and  the  fall 
of  said  river,  and  that  his  Excellenc}',  the  Governor,  is- 
h  ere  by  empowered  and  required  to  appoint  suitable  com- 
missioners to  carry  into  effect  the  requirements  of  this 
section. 

Sec.  7.  Be  it  further  enacted,  That  this  act   shall  take 
effect  and  be  in  force  from  its  ratification. 
Ratified  14th  February,  1855. 


AN  ACT  TO  AMEND  THE  CHARTER  OF  THE  NORTH  CAROLINA 
RAILROAD  COMPANY,  AND  FOR  OTHER  PURPOSES  THEREIN 
MENTIONED. 

Section  1.  TJie  General  Assembly  of  North  Carolina  do 
enact,  That  the  North  Carolina  Eailroad  Company,  a  Cor- 
poration chartered  by  the  General  Assembly  Session  one 
thousand  eight  hundred  and  forty-eight  and  one  thous- 
and eight  hundred  and  forty-nine,  is  hereby  authorized 
to  construct  and  make,  or  to  purchase,  hold  and  complete 
the  construction  of  a  railway  from  Salisbury  to  or  near 
the  line  of  division  between  this  State  and  Tennessee,  at 
or  near  Paint  Rock,  and  to  the  Georgia  and  Tennessee 
line,  in  the  county  of  Cherokee. 

Sec  2.  That  the  said  North  Carolina  Railroad  Campa- 
ny  may  purchase  the  "Western  North  Carolina  Railroad, 
or  any  one  or  all  the  divisions  of  the  same,  whether  at 
judicial  sale  or  any  other  sale  that  may  be  made  thereof, 


(32) 

and  thenceforth  may  have,  hold,  possess  and  be  entitled 
to  the  said  railroad  and  all  its  contracts,  franchises, 
rights,  privileges  and  immunities,  and  all  the  property 
and  estate  of  every  description,  real  and  personal,  belong- 
ing to  the  Western  North  Carolina  Railroad  Company ; 
and  by  such  purchase  the  said  Company  shall  acquire  all 
the  rights,  privileges  and  immunities  conferred  on  the 
Western  North  Carolina  Railroad  Company  by  its  char- 
ter, and  all  amendments  made  thereto. 

Sec.  3.  That  said  Company  may  in  like  manner  pur- 
chase the  Atlantic  and  North  Carolina  Railroad,  and 
thenceforth  have,  hold  and  possess  the  said  railroad  and 
its  contracts,  franchises,  rights,  privileges  and  immuni- 
ties, and  all  the  property  and  estate  of  every  description, 
real  and  personal,  belonging  to  said  Atlantic  and  North 
Carolina  Railroad  Company ;  and  by  such  purchase  the 
North  Carolina  Railroad  Company  shall  acquire  and  suc- 
ceed to  and  exercise  all  the  rights,  privileges  and  immu- 
nities conferred  on  the  said  Atlantic  and  North  Carolina 
Railroad  Company  by  its  charter  and  amendments  made 
thereto.  The  Governor  of  the  State,  in  order  to  further 
and  aid. such  sale  and  transfer,  is  authorized  and  empow- 
ered to  transfer  to  the  said  North  Carolina  Railroad  Com- 
pany all  the  stock  owned  by  the  State  in  the  said  Atlan- 
tic and  North  Carolina  Railroad  Company;  and  until  the 
transfer  of  the  stock  of  said  Company  is  approved  by  the 
individual  stockholders  of  the  said  road,  the  Governor 
shall  retain  the  right  to  appoint  Directors  in  the  said  At- 
lantic and  North  Carolina  Railroad  Company :  Provided, 
That  if  the  stock  of  the  private  stockholders  in  this  road 
is  purchased,  the  price  given  therefor  shall  not  exceed  the 
market  value  of  said  stock  at  the  time  when  the  purchase 
shall  be  made  :  Provided,  further,  That  the  said  Atlantic 
and  North  Carolina  Railroad  shall  not  constitute  assets 


(33) 

for  the  payment   of  the   honds  heretofore  issued  by  the 
State  to  build  the  North  Carolina  Railroad. 

Sec.  4.  That  the  line  of  railway  so  purchased  and  ac- 
quired shall  become  absorbed  and  merged  into  the  said 
Company,  and  the  whole  line  shall  be  known  by  the  name 
of  the  North  Carolina  Railroad  Company. 

Sec.  5.  That  said  Corporation  in  case  it  shall  become 
the  purchaser  of  the  Western  North  Carolina  Railroad,  ig 
authorized  to  complete  the  construction  of  the  said  rail- 
road and  its  divisions  and  shall  have  the  necessary  power 
for  so  doing ;  and  for  the  purpose  of  raising  money  to  ac- 
complish the  purposes  of  this  act,  the  said  North  Carolina 
Railroad  Company  ma}',  at  its  option,  make,  execute  and 
issue  its  bonds,  payable  with  interest  thereon,  either  in 
United  States  currency  or  gold,  and  in  this  country  or 
any  foreign  country  or  State,  and  at  any  rate  of  interest 
it  elects,  not  exceeding  eight  per  cent,  per  annum,  and  for 
any  amount  not  exceeding  thirteen  thousand  dollars  per 
mile  of  finished  road,  made  or  to  be  made,  which 
bonds  shall  be  signed  by  the  President,  countersigned  by 
the  Directors,  and  attested  by  the  Secretary  of  the  Com- 
pany, and  sealed  with  its  corporate  seal,  and  be  wholly  or 
partly  in  sums  of  five  hundred  dollars,  or  one  thousand 
dollars  each,  with  the  usual  half-yearly  interest  coupons 
annexed ;  the  principal  and  interest  of  said  bonds  to  be 
made  due  and  payable  at  such  times  and  places,  and  in 
such  manner,  and  to  be  sold  at  such  times,  places  and 
prices  as  the  Directors  may  select,  the  principal  of  said 
bonds  to  be  payable  in  not  less  than  ten  or  more  than 
twenty  years,  the  sale  to  be  made  by  M.  E.  Manley,  W. 
A.  Graham,  and  R.  F.  Armfield,  commissioners  to  sell  and 
dispose  of  such  bonds  as  may  be  issued,  in  pursuance 
of  the  provisions  of  this  act,  and  said  Company  are 
hereby  prohibited  from  ever  resisting  the  payment  thereof 
3 


(34) 

on  the  plea  of  usury.  -The  proceeds  arising  from  the  sale 
of  said  bonds,  and  also  from  the  sale  of  certificates  of  in- 
debtedness herein  authorized  to  be  issued  may  be  applied 
to  the  constructing,  purchasing  and  repairing  of  the  rail- 
roads to  extend  over  the  routes  herein  mentioned,  for 
equipping  the  same,  for  discharging  any  indebtedness  of 
said  Company,  and  for  purchasing  any  securities  or  lia- 
bilities which  may  embarress  the  operations  of  said 
Company ;  Provided,  That  said  commissioners  shall  set 
apart  out  of  the  proceeds  of  the  sales  of  said  bonds,  a  sum 
of  money  not  less  than  one  million  eight  hundred  thous- 
and dollars  to  be  applied  to  the  construction  of  said 
"Western  North  Carolina  Railroad  from  Old  Fort  by  way 
of  Asheville  to  Paint  Rock,  and  to  no  other  purpose. 

Sec.  6.  That  to  secure  the  payment  of  the  bonds  and 
other  evidences  of  debt  issued  as  aforesaid,  and  the  in- 
terest thereon  as  the  same  becomes  due,  the  said  corpo- 
ration may  execute  and  deliver  mortgage  deeds  with 
power  of  sale  to  such  trustee  or  trustees  as  may  be  select- 
ed or  agreed  on,  one  of  whom  shall  be  the  Governor  of 
this  State,  the  same  to  be  signed  by  President,  counter- 
signed by  three  Directors,  and  attested  by  the  Secietary 
of  said  corporation,  conveying  its  railway,  branches, 
franchises  and  property,  including  its  road-bed,  super- 
structure, equipment,  choses  in  action,  evidences  of  debt, 
and  all  its  real  and  personal  estate  of  whatever  kind  ; 
and  the  said  deeds  and  all  other  agreements  the  said 
company  may  enter  into,  which  by  law  require  registra- 
tration,  when  duly  executed,  may  be  recorded  in  the 
Register's  Office  in  the  County  of  Wake,  and  its  regis- 
tration in  that  County  shall  be  deemed  an  effectual  and 
sufficient  registration  for  all  purposes  whatsoever,  and 
shall  give  it  priority  and  preference  over  all  claims 
against  said  corporation ;  and  it  shall  not  be  necessary 
to  record  or  register  the  same  in  any  other  county,  any 


(35) 

law  to  the  contrary  notwithstanding  :  Provided,  That  the 
said  mortgage  shall  contain  as  full  and  ample  provisions 
in  the  matter  of  sale  and  foreclosure  for  the  security  of 
the  owners  of  bonds  and  coupons,  or  either,  in  case  of 
default  in  the  payment  of  one,  or  other,  or  both,  as  are 
contained  in  the  deed  of  indenture  or  mortgage  made 
the  first  day  of  November,  one  thousand  eight  hundred 
and  sixty-seven,  between  the  said  North  Carolina  Rail- 
road Company  of  the  first  part,  and  William  A.  Graham 
of  the  second  part. 

Sec.  7.  That  no  public  sale  of  said  North  Carolina 
Railroad  Company,  or  any  part  thereof,  or  any  of  its 
franchises  or  right,  shall  be  made  under  the  mortgage 
provided  for  in  this  act,  until  such  sale  shall  have  been 
advertised  for  six  successive  weeks,  in  two  newspapers  in 
the  city  of  Raleigh  of  the  greatest  circulation. 

Sec.  8.  That  the  Directors  of  the  said  Company  shall 
be  authorized  to  purchase  from  the  stockholders  of  the 
same  any  of  the  stock  owned  by  them,  and  they  are  em- 
powered and  directed  out  of  the  first  moneys  arising  from 
the  sale  of  bonds  or  from  any  lease  made  or  to  be  made# 
to  purchase  from  the  private  stockholders  or  any  of  them 
who  may  desire  to  sell  their  stock  or  any  part  thereof, 
and  to  pay  for  the  same  at  the  rate  of  fifty  dollars  per 
share,  and  the  stock  so  purchased  shall  become  the  pro- 
perty of  the  said  Company:  Provided,  That  if  any  stock- 
holder or  stockholders  of  the  said  North  Carolina  Rail- 
road Company,  being  such  at  the  time  of  making  such 
consolidation,  agreement,  contract  or  arrangement  for 
the  purchase,  merging  or  other  acquisition  of  any  of  the 
railroads  contemplated  by  this  act,  shall  be  dissatisfied 
with  the  same  or  dissatisfied  with  the  acceptance  of  this 
act  by  the  stockholders,  the  said  Company  shall  pay  to 
such   dissatisfied  stockholder  or   stockholders,   the  full 


(36) 

Talue  of  his,  her  or  their  stock,  to  be  assessed  by  three 
disinterested  commissioners  appointed  for  that  purpose 
by  the  Clerk  of  the  Superior  court  of  the  County  in 
which  such  stockholder  or  stockholders  may  reside,  on 
the  application  of  either  party  made  upon  twenty  days 
notice;  but  the  said  Company  shall  not  be  compelled  to 
pay  for  stock  of  any  such  dissatisfied  stockholder  or 
stockholders,  unless  he  or  they  shall  give  written  notice 
of  such  dissatisfaction  to  the  President,  Secretary  or 
Treasurer  of  the  Company,  whose  stock  shall  be  held  by 
him  or  them,  within  three  months  after  such  consolida- 
tion, agreement  or  other  arrangement  for  the  purchasing, 
merging  or  acquiring  the  railroads  aforesaid,  or  after  the 
acceptance  of  this  act  by  the  requisite  number  of  stock- 
holders: Provided,  further,  That  the  sale  of  any  share  or 
shares,  to  the  Company,  under  the  provisions  of  this  act, 
by  any  executor,  administrator,  guardian,  trustee  or  per- 
on  acting  in  judiciary  capacity  shall   be  valid   in   law 

Sec.  9.  That  the  said  Company  shall  have  the  power 
and  authority  to  contract  for  prorating  or  for  interchange 
of  business  traffic  with  any  railroad  company,  doing  or 
desiring  a  connection  business,  whether  chartered  by  the 
laws  of  this  State,  or  any  other  State,  upon  such  equitable 
terms  as  the  Directors  may  agree  upon. 

Sec.  10.  That  if  the  commissioners,  appointed  by  this 
act,  to  sell  and  dispose  of  the  bonds,  shall  decline  to  act, 
resign,  or  die,  then  the  Governor  shall  appoint  a  sufficient 
number  of  commissioners  to  fill  their  places ;  but  no  per- 
son shall  be  a  commissioner,  director  or  general  manager 
who  has  heretofore  or  may  hereafter  decline  to  testify  be- 
fore any  committee,  legislative  or  otherwise,  or  before 
any  court  of  competent  jurisdiction,  in  regard  to  any 
matter  touching  or  growing  out  of  his  conduct  while 
President,  or  director  of  any  railroad,  or  while  acting  in 


(37) 

any  public  fiduciary  capacity  on  the  ground  that  if  ho 
were  to  testify  he  would  criminate  himself,  or  on  any 
kindred  or  like  grounds,  or  who  has  been  convicted  of 
embezzlement;  or  who  has  failed  to  return  to  the  treas- 
ury any  special  tax  bonds  as  required  by  law ;  and  the 
bonds  shall  only  be  sold  in  such  amounts  as  shall  be 
needed  from  time  to  time  to  carry  out  the  provisions  of 
this  act,  and  shall  at  no  time  exceed  the  sum  of  five 
hundred  thousand  dollars  over  and  above  the  actual 
amount  due  and  paid. 

Sec.  11.  That  any  Director  or  officer  of  the  said  North 
Carolina  Railroad  Company,  or  other  person  entrusted 
with  any  of  the  bonds,  certificates  of  indebtedness  or 
other  funds  of  the  Company,  who  shall  be  guilty  of  any 
wrongful  appropriation,  misapplication,  malfeasance  or 
other  corrupt  use  of  the  same  with  intent  to  benefit  him- 
self and  defraud  the  Company,  shall  be  guilty  of  a  felony, 
and  upon  conviction  thereof  before  any  Superior  Court 
of  the  State,  shall  be  punished  by  a  fine  not  less  than  ten 
thousand  dollars,  and  by  imprisonment  in  the  peniten- 
tiary not  less  than  ten  years,  and  shall  further  be  guilty 
of  embezzlement. 

Sec  12.  That  the  bonds  authorized  by  this  act  to  be 
issued,  and  the  mortgage  made  to  secure  the  same  may 
be  devided  into  two  series  or  classes.  The  first  series  or 
class  shall  be  on  all  of  that  portion  of  the  finished  road 
the  said  Company  now  owns  or  may  hereafter  own  be- 
tween Morehead  or  Paint  Rock.  The  second  series  or 
class  shall  be  on  the  other  roads  it  may  construct,  and 
acquire  and  own. 

Sec.  13.  That  the  Governor  shall  have  power  to  re- 
move, for  causes  which  he  may  deem  sufficient,  any 
Directors  appointed  by  him,  and  shall  have  power  to  fill 


(38) 

the  vacancy,  and  shall  report  to  the .  next  session  of  the 
General  Assembly  any  action  taken  by  him  in  the  mat- 
ter of  removals. 

Sec.  14.  That  the  Directors  of  said  Company  shall  have 
the  power  to  change  the  location  of  any  of  the  lines  their 
'said  Company  may  purchase;  Provided,  That  the  line  of 
railroad,  in  Catawba  County,  running  from  its  main  line 
to  Newton,  shall  not  be  changed  until  the  main  line 
shall  have  been  constructed  to  within  one  mile-and-a- 
quarter  from  the  Court-house  in   said  town  of  Newton. 

Sec.  15.  That  immediately  after  the  sale  of  the  first 
mortgage  bonds  under  this  act,  the  said  North  Carolina 
Railroad  Company  shall  commence  work  on  the  line  of 
the  road  between  Old  Fort  and  Paint  Rock,  and  continue 
the  work  thereon  without  intermission,  until  the  work  is 
completed  between  said  points;  and  immediately  there- 
after it  shall  be  the  duty  of  the  said  Company  to  com- 
mence work  on  the  line  between  Asheville  and  the 
Georgia  or  Tennessee  line,  in  Cherokee  County  and  con- 
tinue the  work  thereon  until  the  said  line  is  completed  ; 
and  to  enable  said  Company  to  carry  on  and  continue 
said  work,  it  is  hereby  made  the  duty  of  the  Commis- 
sioners named  in  this  act  to  reserve  from  the  proceeds  of 
the  sale  of  said  bonds  a  sum  of  money  not  less  than  seven 
hundred  and  fifty  thousand  dollars  in  cash,  to  be  applied 
only  in  the  construction  of  the  said  line  between  Ashe- 
ville and  the  Georgia  and  Tennessee  line,  in  Cherokee 
County;  and  all  moneys  raised  on  any  bonds  issued  on 
any  part  of  the  line  West  of  Asheville,  shall  be  set  apart 
by  said  commissioners  to  be  applied  exclusively  on  the 
line  between  Asheville  and  the  Georgia  and  Tennessee 
line  in  Cherokee  County. 

Sec.  16.  That  immediately  after  the  passage  and  rati- 


(39) 

fication  of  this  act,  it  shall  be  the  duty  of  the  Governor 
to  call  a  meeting  of  the  Stockholders  of  the  said  North 
Carolina  Railroad  Company,  and  submit  this  act  and 
amendments  of  charter  for  their  acceptance  or  rejection, 
and  if  a  majority  of  the  stock  so  represented  shall  vote  to 
accept  the  same,  it  shall  become  a  part  of  their  charter. 

Sec.  17.  That  all  laws  and  clauses  of  laws  coming  in 
conflict  with  any  of  the  provisions  of  this  act,  be  and  the 
same  are  hereby  repealed. 

Sec.  18.  This  act  shall  take  effect  and  be  in  force  from 
and  after  its  ratification. 

In  General  Assembly  read  three  times  and  ratified  this 
10th  day  of  February,  A.  D.  1874. 

J.  L.  Robinson,  Speaker  of  the  House. 

C.  H.  Brogden,  Prest.  of  the  Senate. 

STATE  OF  NORTH  CAROLINA,  ^ 

Office  Secretary  of  State,      > 

Raleigh,  April  13th,  1874.  J 

I  hereby  certify  that  the  foregoing  is  a  true  copy  from 
the  original  Act  on  file  in  this  office. 

Wm.  H.  HOWERTON,  See.  of  State. 


BY-LAWS 


OF  THE 


North  Carolina  R.  R.  Company. 


MEETING  OF  THE  STOCKHOLDERS. 

1.  The  general  annual  meetings  of  the  Stockholders 
shall  be  held  alternately  at  Greensboro',  Raleigh,  Salis- 
bury, and  Hillsboro'  on  the  second  Thursday  of  July  in 
each  and  every  year,  until  otherwise  ordered. 

2.  The  President  or  any  five  Directors,  or  any  number 
of  Stockholders  representing  one-third  of  the  individual 
stock,  shall  have  power  to  call  occasional  meetings  of  the 
Stockholders  at  such  time  and  place  as  he  or  they  may 
think  proper,  first  giving  twenty  days'  notice  thereof  in 
two  or  more  newspapers  published  in  the  city  of  Raleigh. 

3.  At  least  one  hundred  individual  Stockholders,  rep- 
resented either  in  person  or  by  proxy,  and  holding  not 
less  than  a  majority  of  the  stock  subscribed  by  individ- 
uals, shall  be  necessary  to  constitute  a  quorum  for  the 
transaction  of  business. 

4.  At  every  general  annual  meeting,  three  Stockhold- 
ers shall  be  appointed  by  the  Chairman,  who,  with  the 


(41) 

Secretary  of  the  Company,  shall  constitute  a  committee 
to  verify  proxies  at  the  ensuing  meeting,  and  it  shall  be 
the  duty  of  the  Secretary  to  prepare,  for  the  use  of  such 
committee,  an  alphabetical  list  of  the  Stockholders  enti- 
tled to  vote,  and  the  number  of  shares  held  by  each,  as 
also  the  number  of  votes  to  which  each  may  be  entitled. 

5.  Notice  of  the  general  annual  meetings  of  the  Stock- 
holders, and  of  closing  the  transfer  books,  shall  be  pub- 
lished by  the  Secretary  at  least  twenty  days  previous 
thereto,  in  two  newspapers  published  in  the  city  of 
Raleigh. 

6.  The  proceedings  of  the  Stockholders  at  all  their 
meetings  shall  be  recorded  by  the  Secretary  of  the  Com- 
pany, in  a  well  bound  book  to  be  kept  for  that  purpose. 

7.  Stockholders  of  this  Company,  with  their  immedi- 
ate families  going  to  and  returning  from  the  meetings 
of  the  Company,  may  travel  over  the  road  free  of  charge 
to  and  from  the  place  of  meeting. 

DIRECTORS. 

1.  The  Directors  on  the  part  of  the  individual  Stock- 
holders shall  be  elected  at  the  general  annual  meetings, 
and  shall  continue  in  office  until  the  next  general  annu- 
al meeting,  and  on  failure  to  elect  Directors  at  such  meet- 
ing, the  President  and  Directors  then  in  office  shall  con- 
tinue to  exercise  their  respective  offices  until  their  suc- 
cessors shall  be  elected. 

2.  On  failure  of  the  Stockholders  to  elect  Directors  as 
provided  by  law,  the  Chairman  of  the  Stockholders  then 
assembled,  shall  adjourn  the  meeting  from  time  to  time, 
and  give  notice  thereof  until  a  proper  meeting  can  be 


(42) 

held,  and  an  election  made,  and  on  failure  of  the  Chair- 
man, from  any  cause,  to  adjourn  or  appoint  such  meet- 
ing and  give  the  necessary  notice,  the  acting  President 
of  the  Company,  or  any  two  acting  Directors  shall  make 
the  call  and  give  the  necessary  notice. 

<•  3.  The  Board  of  Directors  shall  meet  at  least  once  in 
two  months  at  the  Company's  Shops,  or  at  such  other 
place  as  they  may  direct,  which  meetings  shall  take 
place  on  the  third  Fridays  of  August,  October,  Decem- 
ber, February,  April  and  June,  in  each  year,  and  the 
President  shall  be  at  liberty  to  convene  the  Board  as 
much  oftener  as  the  interest  of  the  Company  may  re- 
quire. 

4.  The  Directors  shall  keep  a  record  of  their  proceed- 
ings, shall  have  power  to  establish  a  common  seal  with 
suitable  devices,  and  to  alter  the  same  at  pleasure,  to 
ascertain  and  define  the  duties  of  the  officers,  clerks  and 
servants  of  the  Company,  and  direct  them  in  the  per- 
formance thereof,  and  to  dismiss  from  the  service  of  the 
Company  any  officer  or  agent,  clerk  or  servant,  whenever 
in  their  opinion  the  interest  of  the  Company  may 
require. 

5.  The  Directors,  seven  members  concurring,  shall  ap- 
point an  Auditor,  Treasurer,  Secretary  and  Superinten- 
dent; all  other  officers,  agents  or  employees,  shall  be  ap- 
pointed by  the  President  and  Superintendent,  and  their 
appointments  shall  be  submitted  to  the  Board  of  Direct- 
ors at  the  next  meeting  thereafter  for  approval,  and  the 
compensation  of  all  such  officers  shall  be  fixed  by  the 
Board  of  Directors. 

6.  Seven  members  of  the  Board  shall  constitute  a  quo- 
rum  for  the  transaction  of  business,  and  each  Director 


(43) 

shall  receive  as  compensation  for  his  services  $5  dollars 
for  each  day  he  may  be  so  engaged,  with  the  privilege  of 
the  Road  for  himself  and  his  own  immediate  family, 
when  accompanied  by  himself. 

7.  No  loan,  either  permanent  or  temporary,  shall  be 
made  by  the  President  or  any  other  officer  of  the  Com- 
pany, unless  authorized  or  directed  by  at  least  seven 
members  of  the  Board  of  Directors. 

8.  No  Director  shall,  while  acting  as  such,  fill  any  office 
in  the  gift  of  the  Company,  nor  shall  any  Director  be 
allowed  to  act  as  agent  or  counsel  for  parties  having 
claims  or  demands  to  be  passed  upon  by  the  Board  of 
Directors. 

PRESIDENT. 

1.  The  President  shall  be  elected  annually,  by  ballot, 
by  a  majority  of  the  whole  Board  of  Directors,  and  out 
©f  their  number,  and  shall  receive  as  compensation  for 
his  services  an  annual  salary  of  $2,500,  over  and  above 
his  necessary  traveling  expenses  incurred  by  order  of  the 
Board  of  Directors,  on  journies  out  of  the  State,  on  busi- 
ness of  the  Company. 

2.  The  President  shall  have  the  general  supervision 
and  control  of  all  the  other  officers  of  the  Company,  and 
shall  prescribe  their  duties,  unless  otherwise  provided 
for.  He  shall  carefully  examine  into  the  performanc© 
of  their  duties,  and  from  time  to  time  report  to  the  Di- 
rectors all  and  any  matters  touching  the  interest  of  the 
Company  which  shall  come  to  his  knowledge.  He  may 
at  any  time,  when  the  Board  is  not  in  session,  suspend 
any  officer  or  dismiss  any  servant,  but  at  the  next  meet- 
ing he  shall  report  such  facts  and  the  reason  for  s» 
doing. 


(44) 

3.  The  President  shall  conduct  the  general  correspond- 
ence, sign  documents  in  the  name  of  the  Company,  keep 
the  seal  of  corporation,  and  with  the  consent  of  a  major- 
ity of  the  Directors,  shall  affix  the  same  to  all  convey- 
ances and  other  instruments  to  which  the  attestation  of 
the  seal  may  be  necessary. 

4.  It  shall  be  the  duty  of  the  President  to  see  that 
proper  accounts  are  kept  by  all  the  subordinates,  and  re- 

,  ports  made  monthly  so  as  to  show, 

1st.  Amount  of  temporary  or  permanent  loans  made. 

2nd.  Income  of  the  Road  from  freight,  passengers,  &c. 

3rd.  Income  from  other  sources. 

4th.  Current  expenses  of  the  Road. 

5th.  Debts  paid,  and  whether  old  or  new. 

6th.  Property  or  material  purchased. 

7th.  Property  and  other  material  sold  or  otherwise  dis- 
posed of. 

8th.  Property  and  material  on  hand,  with  their  esti- 
mated value. 

9th.  Property  and  material  lost  or  destroyed. 

10th.  Debts  contracted  or  outstanding. 

And  the  President  shall  report  the  same  to  the  Board 
at  each  regular  meeting,  who  shall  embody  the  substance 
thereof  in  their  annual  report  to  the  Stockholders. 

There  shall  also  be  reported  to  the  meeting  of  the 
Stockholders,  a  list  of  the  persons  in  the  employment  of 
the  Company,  stating  in  distinct  columns,  the  names, 
compensation  and  duty :  Provided,  however,  That  the 
names  of  the  hands  on  the  Road,  in  the  depots  and  work- 
shops, and  upon  the  trains,  need  not  be  stated,  but  in 
regard  to  them  it  shall  be  sufficient  to  mention  the  num- 
ber employed  for  each  purpose,  and  their  compensation. 


(45) 
THE  AUDITOR. 

1.  Shall  give  bond  in  the  sum  of  twenty  thousand  dol- 
lars, with  sureties,  to  be  approved  by  the  Board. 

2.  It  shall  be  his  duty  to  audit  the  accounts  of  the 
Treasurer  and  other  financial  agents  of  the  Company; 
and  to  this  end  he  shall  keep  such  accounts  and  pre- 
scribe such  rules  and  regulations,  with  the  approval  of 
the  Board,  as  will  require  of  these  officers  dispatch  and 
fidelity  in  their  several  trusts. 

3.  He  shall  also  examine  and  pass  upon  all  claims  and 
demands  against  the  Company  ;  see  that  they  are  just 
and  proper,  and  that  they  are  supported  by  snfficient 
evidence,  and  verified  by  proper  agents  or  officers  of  the 
Company.  He  shall  endorse  thereon  his  approval,  rejec- 
tion or  suspension,  and  forward  them  for  the  action  of 
the  President ;  and  all  approved  by  the  President  shall 
be  countersigned  by  the  Auditor  for  payment,  specifying 
the  exact  sums  ordered  to  be  paid. 

4.  It  shall  be  his  duty  to  investigate  all  cases  of  loss 
and  damage  on  the  Road,  and  in  the  several  stations,  all 
violation  of  contracts  and  official  delinquencies,  and  he 
shall  have  a  special  supervision  of  all  suits  in  court  for 
or  against  the  Company. 

5.  He  shall  keep  a  record  of  all  his  proceedings,  and 
shall  render  to  the  Board  monthly,  quarterly  and  annual 
reports  of  the  financial  condition  of  the  Company ;  and 
to  this  end  he  may  have  full  access  to  all  the  books  and 
accounts  of  the  other  officers  of  the  Company. 


(46) 
TREASURER. 

1.  The  Treasurer  shall  also  be  appointed  annually  by 
the  Board  of  Directors,  and  shall  give  bond  in  the  sum 
of  $50,000,  with  security,  to  be  approved  by  the  Board. 

2.  It  shall  be  the  duty  of  the  Treasurer  to  take  charge 
of,  and  safely  keep,  all  the  moneys  and  naonied  securities 
of  the  Company,  to  disburse  the  same  under  the  direc- 
tion and  upon  the  warrants  of  the  President,  counter- 
signed by  the  Auditor,  and  to  take  proper  vouchers  for 
such  disbursements.  He  shall  deposit  all  moneys  be- 
longing to  the  Company  over  and  above  the  sum  of 
twenty  thousand  dollars,  in  such  bank  or  place  as  may 
be  designated  by  the  Board  of  Directors,  and  shall  ren- 
der to  the  President  a  monthly  account  of  all  his  trans- 
action, and  also  an  annual  report  to  the  Stockholders. 

8.  Whenever  the  Board  of  Directors  may  think  neces- 
sary, they  may  authorize  the  appointment  of  a  Paymas- 
ter, who  shall  enter  into  bond  in  such  sum  as  they  may 
direct,  with  securities  approved  by  the  Board,  and  shall 
receive  such  compensation  as  they  may  prescribe.  He 
shall  pay  such  accounts  and  pay  rolls  as  may  be  deliver- 
ed to  him  by  the  Auditor,  and  shall  take  proper  vouch- 
ers for  the  same,  and  shall  promptly  account  for  all  such 
payments. 

THE  SECRETARY. 

1.  Shall  give  bond  in  the  sum  of  twenty  thousand  dol- 
lars, with  sureties,  to  be  approved  by  the  Board. 

2.  He  shall  record  the  proceedings  of  the  Board  and 
•f  the  Stockholders'  meetings,  and  shall  take  charge  of 


(47) 

all  the  books,  deeds,  official  bonds,  and  other  papers  of 
the  corporation,  not  pertaining  to  other  officers,  or  other- 
wise provided  for. 

3.  The  Secretary  shall  be  the  principal  book-keeper  of 
the  Company,  and  shall  keep  all  the  individual  and  con- 
solidated accounts  of  the  corporation,  and,  in  regard  to 
the  receipts  and  expenses  of  the  Road,  he  shall  keep,  in 
detail,  the  several  items  of  income  and  expenditure,  so 
as  to  show  the  amount  of  each. 

ENGINEER  AND  SUPERINTEEDENT. 

1.  It  shall  be  the  duty  of  the  Superintendent  to  see 
that  the  Road  and  bridges  and  their  equipments  are 
kept  and  maintained  in  good  repair  and  condition  ;  to 
devise  and  recommend  to  the  Directors  such  changes  and 
alterations  to  the  Road,  bridges  and  other  equipments  as 
he  may  deem  necessary  for  the  safe  and  adAantageous 
operating  of  the  Road  ;  to  prescribe,  with  the  assent  of 
the  Directors,  rules  and  regulations  for  ticket  agents, 
conductors,  engineers,  brakemen,  switchmen,  flagmen, 
baggage-masters,  and  all  other  persons  employed  in  ope- 
rating the  Road,  so  as  to  secure  the  safe,  regular  and  con- 
venient transport  of  passengers  and  freight,  and  to  pre- 
scribe rules  for  the  conduct  of  all  persons  employed  in 
other  capacities  upon  or  about  the  Road ;  to  employ, 
subject  to  the  approval  of  the  Board,  all  persons  neces- 
sary for  the  operating  of  the  Road,  and  to  discharge  such 
employees  as  may  be  useless,  unnecessary,  negligent  or 
inefficient. 

He  shall  have  the  ordering  of  the  trains  on  the  Road, 
their  speed  and  time  of  starting,  and  to  cause  proper 
time-tables  to  be  issued,  and  proper  advertisements  to  be 
published  in  such  newspaper!  as  he  shall  deem  proper. 

He  shall  supervise  all  persens  intrusted  with  the  print- 


(48) 

ingand  issuing  of  tickets,  and  with  accounting  for  the 
same.  He  shall,  in  conjunction  with  the  President,  see 
that  all  connecting  roads  perform  the  obligations  requir- 
ed by  law  or  contract,  and  that  the  reciprocal  duties  of 
this  Company  are  performed.  He  shall,  under  the  Pres- 
ident, have  the  superintendence  of  all  persons  employed 
in' maintaining  and  taking  care  of  the  property  of  the 
Company,  in  operating  the  road,  in  the  work-shops,  in 
receiving  and  delivering  of  freights  and  baggage,  and  in 
any  matter  relating  to  the  business  of  the  Road,  and  see 
that  they  perform  their  duties  w^th  faithfulness  and  care, 
and  shall  discharge  such  other  duties  as  may  be  assigned 
by  the  Board  of  Directors.  He  shall  make  a  monthly 
report  to  the  President  of  his  proceedings  and  the  condi- 
tion-of  the  Road,  together  with  an  estimate  of  materials 
and  supplies  required  for  the  ensuing  month,  and  shall 
also  make  an  annual  report  to  the  Board  of  Directors,  to 
be  submitted  to  the  Stockholders  at  their  annual  meeting. 

COMMITTEE  OF  FINANCE. 

1.  There  shall  be  a  Committee  of  Finance,  consisting 
of  five,  three  of  whom  shall  be  appointed  by  the  Stock- 
holders at  each  annual  meeting,  and  two  by  the  Board 
of  Directors,  whose  duty  it  shall  be  to  examine  the  ac- 
counts and  vouchers  of  the  Treasurer,  the  books  of  the 
of  the  Secretary  and  other  officers,  every  two  months, 
and  report  their  condition  at  each  stated  meeting  of  the 
Board,  and  also  to  report  to  the  general  meeting  of  the 
Stockholders  such  facts  and  suggestions  as  to  the  state  of 
the  accounts  and  the  general  financial  condition  of  the 
Company  as  they  may  think  proper.  Any  three  of  this 
Committee  shall  constitute  a  quorum.  That  the  mem- 
bers of  such  Committee  shall  each  receive  five  dollars 
per  day  for  his  services  while  actually  engaged  in  such 
examination,  with  the  privilege  of  the  Road  for  himself 


(49) 

and  his  own  immediate  family,  when  accompanied  by 
himself. 

REPORTS, 

The  annual  reports  of  the  President  and  Directors,  of 
the  Treasurer,  Superintendent,  and  Committee  of  Fi- 
nance, shall  be  prepared  and  published  prior  to  the 
annual  meeting  of  the  Stockholders,  and  shall  be  referred 
to  appropriate  committees,  and  acted  on  by  the  meeting 
previous  to  the  election  of  Directors. 

PROXIES. 

1.  Proxies  shall  be  in  writing,  signed  by  the  parties, 
and  may  be  general  or  special,  and  none  but  a  Stock- 
holder shall  be  a  proxy. 

2.  No  officer  or  Director  of  the  Company  shall  act  as 
proxy  for  any  Stockholder,  but  this  rule  shall  not  pre- 
vent any  person  from  representing  the  State  at  any  gen- 
eral meeting  of  Stockholders,  who  may  have  been  duly 
appointed  for  that  purpose. 

CONTRACTS. 

1.  Contracts  shall  be  made  under  such  rules  and  regu- 
lations as  the  Directors  shall  prescribe,  and  when  signed 
by  the  President,  shall  be  binding  on  the  Company, 
either  with  or  without  the  seal  of  the  corporation. 

2.  No  contract  shall  be  considered  as  binding  on  the 
Company,  unless  ratified  or  approved  by.  the  President 
or  Board  of  Directors. 

4 


(50) 

3.  Neither  the  President  or  any  Director,  or  any  other 
officer  or  employee  of  this  Company  shall,  during  the 
term  of  his  office  or  service,  be  interested  either  directly 
or  indirectly  in  any  matter  of  contract  with  the  Compa- 
ny, whereby  he  or  they  shall  or  may  derive  any  pecunia- 
ry^benefit,  and  any  one  who  shall  become  so  interested 
shall  forfeit  his  office  or  place. 

CERTIFICATE  OF  STOCK. 

The  form  of  certificated  of  Stock  shall  be  as  follows: 
North  Carolina  Railroad  Company. 
No.  Shares. 

Be  it  known  that  of 

is  entitled  to  Shares  in  the  North  Carolina 

Railroad  Company,  transferable  by  the  said 
either  personally  or  by  attorney,  only  at  the  office  and 
on  the  books  of  said  Compan}T. 

Witness,  President  of  the  said  North 

Carolina  Railroad  Company,  at  under  the 

seal  of  the  corporation,  this  day  of  A.  D. 

TRANSFERS. 

1.  The  stock  shall  be  transferred,  either  in  person  or 
by  attorney,  on  the  books  of  the  Compan}',  to  be  kept  by 
the  Secretary  for  that  purpose,  which  book  shall  be  closed 
on  the  first  day  of  June  in  each  year,  and  shall  continue 
closed  until  after  each  general  meeting  of  the  Stock- 
holders. 

2.  Powers  to  transfer  shall  be  signed  by  the  party,  in 
the  presence  of  a  Director  of  the  Company,  one  of  the 
Judges  of  the  Supreme  or  Superior  Courts,  a  Clerk  of  a 
Court  of  Record,  or  Notary  Public,  or  Justice  of  the 
Peace,  and  attested  by  the  same,  and  said  power  shall  be 
filed  in  the  office  of  the  Secretary  of  said  Company. 


MORTGAGE. 


This  Indenture,  made  the  first  day  of  November  in 
the  year  of  our  Lord  One  Thousand  Eight  Hundred  and 
Sixty-seven,  between  the  North  Carolina  Railroad  Com- 
pany, incorporated  under  and  by  virtue  of  the  laws  of 
the  State  of  North  Carolina,  of  the  first  part,  and  William 
A.  Graham,  of  the  County  of  Orange  and  State  of  North 
Carolina,  of  the  second  part,  witnesseth  that : 

"Whereas,  In  pursuance  of  the  powers  and  authorities 
in  it  duly  vested,  the  said  North  Carolina  Railroad  Com- 
pany has  resolved  to  issue  and  negotiate  a  series  of  Bonds 
to  amount  in  all  to  the  sum  of  One  Million  Five  Hun- 
dred Thousand  Dollars  in  the  money  of  the  United 
States  of  America,  which  Bonds  are  to  be  equally  se- 
cured by  these  presents  ;  and  are;  upon  their  face,  to  be 
payable  to  the  said  William  A.  Graham,  or  to  the  bearer, 
with  interest  thereon,  payable  semi-annually  on  the  first 
days  of  May  and  November  in  each  year,  upon  presenta- 
tion and  surrender  of  annexed  coupons  as  they  severally 
become  due ;  and  providing  that  in  case  of  default  in  the 
payment  of  any  half  yearly  instalment  of  interest  which 
shall  become  payable  and  shall  have  been  demanded, 
and  the  continuance  of  such  default  for  the  period  of  six 
months  after  such  demand,  the  principal  of  any  bond 
upon  which  such  interest  may  have  accrued,  shall  be- 
come due  in. the  manner  and  with  the  effect  hereinafter 
declared  in  this  deed  of  trust ;  with  further  provisions 
upon  their  face,  making  reference  to  this  deed  of  trust  as 
securing  the  same,  and  entitling  them  to  the  benefit  of 
the  Sinking  Fund  herein  provided,  and  specifying  the 


(52) 

manner  and  place  in  which  transfers  of  such  bonds  shall 
be  made,  and  that  none  of  them  shall  become  obligatory 
until  authenticated  by  a  certificate  endorsed  therefor,  and 
signed  by  the  trustee  named  above  or  by  his  successor  as- 
such  trustee  :  such  bonds  being  in  sums  of  Five  Hun- 
dred Dollars  or  One  Thousand  Dollars  each,  running, 
one  class  for  five,  a  second  for  ten,  and  a  third  for  twenty 
years  from  their  respective  dates,  each  being  witnessed  by 
the  affixed  corporate  seal  of  the  Company  and  the  signa- 
tures of  the  President  and  Treasurer,  and  the  attached 
coupons  being  signed  by  the  Treasurer. 

Now,  therefore,  this  indenture  witnesseth,  that  for  and 
in  consideration  of  the  premises,  and  for  the  sum  of  one 
dollar  to  it  duly  paid  by  the  said  party   of  the  second 
part,  and  in  order  to  secure  the  payment  of  the  principal 
and  interest  of  the   said  bonds,  according  to  the  tenor 
thereof,  and   of  the  coupons  thereto   annexed,  the  said 
North  Carolina  Railroad  Company,  the  party  of  the  first 
part  hereto,  has  granted,  bargained  and  sold,   and   by 
these  presents  does  grant,  bargain,  sell,  convey  and  trans- 
fer, unto  the  said  party  of  the  second  part,  and  his  suc- 
cessors and  assigns,  all  and  singular  the  railroad  of  the 
party  of  the  first  part,  or  which  the  said  party  of  the  first 
part  is  by  law  authorized  to  construct,  being  the  line  of 
railroad  heretofore  known,  or  hereafter  to   be  known,  as 
the  North  Carolina  Railroad,   as  the  same  now  is  and 
hereafter  shall  be  constructed,  extending  from  the  town 
of  Goldsboro',  in  the  county  of  Wayne,  in   the  State  of 
North  Carolina,  to  the  city  of  Charlotte,  in  the  county  of 
Mecklenburg,  including  all  the  railways,  branches,  ways, 
rights  of  way,  depot  grounds,  and  all  lands  in  any  man- 
ner or  way  belonging  thereto   or   connected   therewith  ; 
and  all  tracks,  bridges,  viaducts,  fences  and  other  struc- 
tures, depots,   station-houses,  engine-houses,  car-houses, 
freight-houses,  wood-houses,  sheds   and  other  buildings, 
and  all  machine  shops,  and  other  shops  held  or  acquired, 


(53) 

or  hereafter  to  be  held  or  acquired  by  the  said  Company, 
its  successors  or  assigns,  for  use  in    connection  with  the 
railroad  of  the  party  of  the  first  part,  or  any  part  thereofj 
or  with  the  business  of  the  same  ;  and  including  also  all 
locomotives,  steam-engines,  tenders,  cars,  coaches,   and 
other  rolling  stock  or  equipment,  and  all  stationary  en- 
gines, machinery,  tools,  implements,  fuel  and  materials 
for  constructing,  operating,  repairing  or   replacing  the 
said  railroad,  or  any  part  thereof,  or  of  any  of  the  equip- 
ments or  appurtenances  of  the  said  railroad,  or  any  part 
thereof,  and  all  the  machinery   of  all   kinds   in  the  dif- 
ferent shops  belonging  to  the  said  North  Carolina   Rail- 
road Company,  iron,  and  iron  castings,   bellows,  an  ils, 
tools  and  materials  of  all  kinds,  copper,   flues,   composi- 
tion, cast-steel,  brass,  paints,  nails,  coal,  lumber,  zinc,  and 
all  and  singular  the  other  personal  property  of  any  na- 
ture, kind,  and  description  whatsoever,  belonging  to  the 
said  North  Carolina  Railroad  Company,  and  all  the  real 
-estate,  of  every  kind,  belonging  to  the  said  North  Caro- 
lina Railroad    Company,  wheresoever   the  same  may  be 
situated,  and  also  all  franchises  connected  with    or  rela- 
ting to  the  said  railroad,  or   to   the  construction,  main- 
tenance, or  use  of  the  said  railroad,  and  all  the  property, 
franchises,  rights  and  things  of  whatsoever  name  or  na- 
ture, now  held  or  hereafter  to   be   acquired  by   the  said 
party  of  the  first  part  or  its  successors,  together  with  all 
and  singular  the  tenements,   hereditaments,  and  appur- 
tenances to   the  said  railroad,   lands   and    premises,  or 
•either  thereof  belonging,  or   in   anywise   appertaining; 
and  the  reversion  and  reversions,  remainder  and  remain- 
ders, tolls,  incomes,  revenues,  rents,  issues   and    profits 
thereof;  and  also   all    the   estate,   right,   title,   interest, 
property,  possession,  claim  and  demand    whatsoever,  as 
well  in  law  as  in  equity,   of  the   said   party  of  the  first 
part,  of,  in  and  to  the  same,   and    any   and    every  part 
thereof,  with  the  appurtenances. 


(54) 

To  have  and  to  hold  the  above  mentioned  and  described 
railroad,  branches,  real  estate,  personal  property  and 
premises,  with  the  appurtenances,  until  the  said  party  of 
the  second  part  and  his  successors  and  assigns,  to  the 
on\j  proper  use,  benefit  and  behoof  of  the  said  party  of 
the  second  part,  and  his  successors  and  assigns,  in  trust, 
nevertheless,  for  the  purposes  herein    expressed,  to  wit: 

Article  First. — Until  default  shall  be  made  by  the 
said  party  of  the  first  part,  its  successors  or  assigns,  in 
the  payment  of  the  principal  or  interest,  or  some  part 
thereof  of  the  said  bonds,  or  some  one  of  them,  or  until 
default  shall  be  made  in  some  payment  into  the  sinking 
fund  hereinafter  mentioned,  or  in  some  other  require- 
ment hereof,  the  said  party  of  the  first  part,  its  successors 
and  assigns,  shall  be  suffered  and  permitted  to  possess, 
manage,  operate  and  enjoy  the  said  railroad,  with  its 
equipments  and  appurtenances;  and  also  the  lands  and 
premises,  property  and  franchises  hereinbefore  described; 
and  to  receive,  take  and  use  the  tolls,  incomes,  revenues, 
rents,  issues  and  profits  thereof,  in  the  same  manner  and 
with  the  same  effect  as  if  this  mortgage  had  not  been 
made. 

Article  Second. — In  case,  first,  default  shall  be  made 
in  the  payment  of  any  interest  on  any  of  the  said  bonds, 
according  to  the  tenor  thereof,  or  of  the  coupons  thereto 
annexed,  or  in  the  payment  of  any  part  of  the  principal 
of  said  bonds,  or  any  of  them,  when  the  same  shall  be- 
come due,  and  that  any  such  default  shall  continue  for 
the  period  of  six  months,  or,  secondly,  in  case  default 
shall  be  made  in  any  payment  by  these  presents  required 
to  be  made  into  the  sinking  fund  hereinafter  mentioned, 
and  that  such  default  shall  continue  for  the  period  of 
six  months,  or,  thirdly,  in  case  default  shall  be  made  in 
the  performance  or  observance  of  one  or  other   require- 


(55) 

ment  thereof,  and  that  such  last  mentioned  default  shall 
continue  for  the  period  of  six  months,  then,  and  in  either 
of  such  cases,  it  shall  be  lawful  for  the  said  trustee,  or 
his  successors,  personally,  or  by  his  attorneys  or  agents, 
to  enter  into  and  upon  all  and  singular  the  railroads, 
lands  and  premises  hereby  conveyed,  or  intended  so  to 
be,  and  each  and  every  part  thereof,  and  to  have,  hold 
and  use  the  same,  operating  by  his  superintendents, 
managers,  receivers  or  servants,  or  other  attorneys  or 
agents,  the  said  railroads,  and  conducting  the  business 
thereof,  and  making  from  time  to  time  all  repairs  and 
replacements,  and  such  useful  alterations,  additions  and 
improvements  thereto  as  may  seem  to  him  to  be  judi- 
cious, and  to  collect  and  receive  all  tolls,  freights,  in- 
comes, rents,  issues  and  profits  of  the  said  railroads,  land 
and  premises,  and  of  every  part  and  parcel  thereof,  and 
after  deducting  the  expenses  of  operating  the  said  rail- 
roads and  conducting  the  business  thereof,  and  all  ex- 
penses incurred  in  the  holding  and  management  of  said 
lands,  and  of  all  the  said  repairs,  replacements,  altera- 
tions, additions  and  improvements,  and  all  payments 
which  may  be  made  for  taxes,  assessments,  charges  or 
leins,  prior  to  the  lien  of  these  presents,  upon  the  said 
premises,  or  any  part  or  parcel  thereof,  as  well  as  just 
compensation  for  his  own  services,  and  for  the  services  of 
such  attorneys  and  counsel  as  may  have  been  by  him 
employed,  to  apply  the  moneys  arising  as  aforesaid  to 
the  payment  of  interest  on  the  said  bonds,  in  the  order 
in  which  such  interest  shall  have  become  due,  rateably 
to  the  persons  holding  the  coupons  evidencing  the  right 
to  such  interest;  and  after  paying  all  interest  which  shall 
have  become  due,  to  apply  the  said  moneys  to  the  pay- 
ment of  the  principal  of  such  of  the  said  bonds  as  may 
be  at  that  time  unpaid,  rateably  and  without  discrimina- 
tion or  preference ;  and  if,  after  satisfaction  thereof,  a  sur- 
plus shall  remain,  to  pav  over  such  surplus  to   the  said 


(56) 

Company,  its  successors  or  assigns,  or   as  any  Court  of 
competent  jurisdiction  shall  order. 

Article  Third. — In  case  default  shall  be  made  as 
aforesaid,  and  shall  continue  as  aforesaid,  it  shall  likewise 
be  lawful  for  the  said  trustee,  or  his  successors,  after 
entry  as  aforesaid,  or  other  entry,  or  withou;  entry,  per- 
sonally, or  by  his  attorneys  or  agents,  to  sell  and  dispose 
of  all  and  singular  the  railroads,  lands  and  premises 
hereby  conveyed,  or  intended  so  to  be,  at  public  auction, 
in  the  city  of  Raleigh,  or  at  other  such  place  within  the 
State  of  North  Carolina  as  the  said  trustee,  or  his  succes- 
sors shall  designate,  and  at  such  time  as  he  may  appoint, 
having  first  given  notice  of  the  place  and  the  time  of 
such  sale  by  advertisement  published  not  less  than  three 
times  a  week  for  six  weeks  in  one  or  more  newspapers 
published  in  the  City  of  New  York,  and  also  in  one  or 
more  newspapers  published  in  the  State  of  North  Caro- 
lina, and  wherever  else  required  by  law,  and  to  adjourn 
the  said  sale  from  time  to  time,  in  his  discretion ;  and  if 
so  adjourning,  to  make  the  same,  without  further  notice, 
at  the  time  and  place  to  which  the  same  may  bo  so  ad- 
journed, and  to  make  and  deliver  to  the  purchaser  or 
purchasers  of  the  said  premises  good  and  sufficient  deed 
or  deeds  in  law  for  the  same  in  fee  simple  ;  which  sale, 
made  as  aforesaid  shall  be  a  perpetual  bar,  both  in  law 
and  equity,  against  the  said  party  of  the  first  part,  its 
successors  and  as.-igns,  and  all  other  persons  claiming  or 
to  claim  the  said  premises,  or  any  part  or  parcel  thereof, 
by,  from,  through  or  under  the  said  party  of  the  first  part, 
its  successors  or  assigns ;  and  after  deducting  from  the 
proceeds  of  such  sale  just  allowances  for  all  expenses 
thereof,  including  attorneys'  and  counsel  fees,  and  all 
other  expenses,  advances  or  liabilities  which  may  have 
been  made  or  incurred  by  the  said  trustee  in  respect  to 
the  said  lands  or  any  part  or  parcel  thereof,  or  in  opera- 


(57) 

ting  or  maintaining  the  said  railroad  or  any  part  thereof, 
or  in  managing  the  business  thereof  while  in  his  posses- 
sion, and  in  arranging  for  and  completing  the  sale  afore- 
said, and  payments  which  may  have  been  made  by  him 
for  taxes  or  assessments,  and  for  charges  or  liens  prior  to 
the  lien  of  these  presents,  on  the  said  premises,  or  any 
part  thereof,  as  well  as  compensation  for  his  own  ser- 
vices, to  apply  the  said  proceeds  to  the  payment  of  the 
principal  of  such  of  the  said  bonds  as  may  be  at  that  time 
unpaid,  whether  or  not  the  same  shall  have  previously 
become  due,  and  of  the  interest  which  shall  at  that  time 
have  accrued  on  the  said  principal,  and  be  unpaid,  with- 
out discrimination  or  preference,  but  rateably  to  the  ag- 
gregate amount  of  such  unpaid  principal  and  accrued  and 
unpaid  interest ;  and  if,  after  payment  of  the  same  in  full, 
a  surplus  shall  remain,  to  pay  over  such  surplus  to  the 
said  Company,  or  render  the  same  as  any  Court  of  com- 
petent jurisdiction  shall  order. 

And  it  is  hereby  declared  and  agreed,  that  the  receipt 
of  the  said  trustee  shall  be  a  sufficient  discharge  to  the 
purchaser  or  purchasers  of  the  premises  which  shall  be 
Fold  as  aforesaid,  for  his  or  their  purchase  money,  and 
that  sin  h  purchaser  or  purchasers,  his  or  their  heirs, 
executors  or  administrators,  shall  not,  after  payment 
thereof,  and  having  such  receipt,  be  liable  to  see  to  the 
application  of  such  purchase  money  upon  or  for  the 
trusts  or  purposes  of  these  presents,  or  be  in  an}'  manner 
whatever  answerable  for  any  loss,  misapplication  or  non- 
application  of  such  purchase  money,  or  of  any  part  there- 
of, or  be  obliged  to  inquire  into  the  necessity,  expediency 
or  authority  of  or  for  any  such  sale. 

Article  Fourth.— At  any  sale  of  the  aforesaid  prop- 
erty, or  any  part  thereof,  whether  made  by  virtue  of  the 
power  herein  granted,  or  by  judicial  authority,  the  trus- 
tee may,  in  his  discretion,  bid  for  and  purchase,  or  cause 


(58) 

to  be  bidden  for  and  purchased,  the  property  so  sold,  or 
any  part  thereof,  in  behalf  of  the  holders  of  the  bonds 
secured  by  this  instrument  and  then  outstanding,  in  the 
proportion  of  the  respective  interests  of  such  bondhold- 
ers, at  a  reasonable  price,  if  but  a  portion  of  the  said 
property  shall  be  sold  ;  or  if  all  of  it  be  sold,  at  a  price 
not  exceeding  the  whole  amount  of  such  bonds  then  out- 
standing, with  the  interest  accrued  thereon. 

Article  Fifth. — In  case  default  shall  be  made  in  the 
payment  of  any  half  year's  interest  on  any  of  the  said 
bonds,  at  the  time  and  in  the  manner  in  the  coupon 
issued  therewith  provided,  the  said  coupon  having  been 
presented  and  the  payment  of  the  interest  therein  speci- 
fied having  been  demanded,  and  that  such  default  shall 
continue  for  the  period  of  six  months  after  the  said 
coupon  shall  have  become  due,  and  been  demanded  as 
aforesaid,  then  and  thereupon  the  principal  of  all  the 
said  bonds  shall,  at  the  election  ol  the  tiustee,  beccme 
immediately  due  and  pa}  alle ;  but  at  any  time  before 
the  interest  in  arrear  shall  be  ]  aid,  a  n  ajority  in  interest 
of  the  holders  of  the  said  bonds  niay,  by  an  instrument 
in  writing  under  their  hands  and  seals,  instruct  the  trus- 
tee to  declare  the  said  principal  to  1  e  due,  or  to  waive 
the  right  so  to  declare,  on  such  terms  and  conditions  as 
such  majority  in  interest  shall  deem  proper,  or  may  an- 
nul or  reverse  the  election  of  the  trustee:  Pwvided,  That 
no  action  of  the  trustee  or  bondholders  shall  extend  to, 
or  be  taken  to  affect  any  subsequent  default,  or  impair 
the  rights  resulting  therefrom. 

Article  Sixth. — The  said  trustee  shall,  also,  in  his 
discretion,  have  full  power  to  convey  or  release,  upon 
the  written  request  of  the  North  Carolina  Railroad  Com- 
pany, any  lands  acquired  or  held  for  the  purposes  of  sta- 
tions, depots,  shops  or  other  buildings,  and  shall   also 


(59) 

have  power  to  convey  or  release  as  aforesaid,  on  like 
request,  any  lands  or  property  which  in  his  judgment 
shall  not  be  necessary  for  use  in  connection  with  the 
said  railroad,  or  which  may  have  been  held  for  a  supply 
of  fuel,  gravel  or  other  material ;  and  also,  to  convey  or 
release  as  aforesaid,  on  like  request,  any  lands  not  occu- 
pied by  the  track  which  may  become  disused  by  reason 
of  a  change  of  the  location  of  any  station  house,  depot, 
shop,  or  other  adjacent  building  connected  with  the  said 
railroad,  or  any  part  thereof,  and  such  lands  not  occu- 
pied by  the  track  and  adjacent  to  such  station  house, 
depot,  shop  or  other  building  as  the  said  Company  may 
deem  expedient  to  disuse  or  abandon  by  reason  of  such 
change,  and  to  consent  to  any  such  change  and  to  such 
other  changes  in  the  location  of  the  track,  or  depot,  or 
other  buildings  as  in  his  judgment  shall  have  become 
expedient,  and  to  make  and  deliver  the  instruments  ne- 
cessary or  proper  to  carry  the  same  into  effect ;  but  any 
lands  which  may  be  acquired  for  permanent  use  in  sub- 
stitution for  any  so  released  shall  be  conveyed  to  the 
trustee  upon  the  trusts  of  these  presents ;  and  the  trustee 
shall  also  have  full  power  to  allow  the  said  Company, 
from  time  to  time,  to  dispose  of,  according  to  its  discre- 
tion, such  portions  of  the  equipment,  machinery  and  im- 
plements at  any  time  held  or  acquired  for  the  use  of  the 
said  railroad,  as  may  have  become  unfit  for  such  use, 
replacing  the  same  b}T  new,  which  shall  be  conveyed  by 
the  said  Company  to  the  trustee,  or  to  be  otherwise  made 
subject  to  the  lien  and  operation  of  these  presents. 

Article  Seventh. — On  the  first  day  of  January, 
eighteen  hundred  and  sixty-nine,  and  on  the  first  day  of 
January  in  each  succeeding  year  thereafter,  the  said 
party  of  the  first  part,  its  successors  and  assigns,  for  the 
further  security  and  ultimate  redemption  of  the  bonds 
intended  to  be  secured  hereby,  for  the  creation  of  a  sink- 


(60) 

ing  fund  for  that  purpose,  shall  pay  to  the  trustee  for  the 
time  being,  such  a  sum  of  money  as  at  the  periods,  when 
the  three  classes  of  bonds  above  mentioned  have  respect- 
ively matured  and  become  payable,  shall,  in  the  judg- 
ment of  the  trustee,  furnish  a  fund  sufficient  wholly  to 
pay  off  and  discharge  such  bonds,  and  the  trustee  shall 
deposit  the  sum  so  paid  over  to  him  in  the  United  States 
Trust  Company  in  the  city  of  New  York,  or  in  some 
other  depository,  which  shall  be  in  his  judgment  safe. 
And  the  said  moneys,  together  with  all  accumulations 
of  interest  thereon,  if  any,  which  may  actually  come  into 
the  hands  or  within  the  disposal  of  the  trustee,  shall  be 
laid  out  and  invested  by  him  in  the  purchase  of  bonds 
secured  by  these  presents,  upon  the  most  favorable  terms 
on  which  they  can  be  purchased.  The  bonds  so  pur- 
chased, with  the  coupons  thereto  annexed,  shall  be  im- 
mediately cancelled  by  the  said  trustee,  and  a  certificate 
of  the  numbers  and  amount  of  said  bonds  shall  beimme- 
diatelv  furnished  under  his  hand  by  the  said  trustee  to 
the  President  of  the  said  North  Carolina  Railroad 
Company. 

In  case  bonds  secured  by  these  presents  cannot  be 
purchased  upon  favorable  terms,  then  the  said  trustee 
may,  in  his  discretion,  invest  the  said  sinking  fund 
moneys  in  such  securities  as  may,  from  time  to  time,  be 
recommended  to  him  by  the  President  of  the  said  North 
•Carolina  Railroad  Company  for  the  time  being,  or  by  the 
Board  of  Directors  of  said  Company. 

Article  Eighth. — It  is  hereby  declared  and  agreed, 
that  it  shall  be  the  duty  of  the  trustee  to  exercise  the 
power  of  entry  hereby  granted,  or  the  power  of  sale 
hereby  granted,  or  both,  or  to  proceed  by  suit  or  suits,  in 
equity  or  at  law,  to  enforce  the  rights  of  the  bondholders 
in  the  several  cases  of  default  herein  specified,  in  the 
-manner  and  subject  to  the  qualifications  herein  express- 


(61) 

ed,  upon  the  requisition  of  bondholders  herein  required, 
as  follows: 

First. — If  the  default  be  as  to  interest  or  principal  of 
any  of  the  said  bonds,  or  as  to  any  payment  into  the  sink- 
ing fund  established  by  these  presents,  upon  a  requisition 
in  writing,  signed  by  any  holder  or  holders  of  not  less  than 
one  hundred  of  the  said  bonds,  and  a  proper  indemnifica- 
tion by  such  holder  or  holders  to  the  trustee  against  the 
costs  and  expeuses  to  be  by  them  incurred,  it  shall  be  the 
duty  of  the  trustee  to  enforce  the  rights  of  the  bondholders 
under  these  presents  by  entry,  sale,  or  suit  or  suits  in 
equity,  or  at  law,  as  he,  being  advised  by  counsel  learned 
in  the  law,  shall  deem  most  expedient  for  the  interests  of 
the  holders  of  said  bonds  ;  subject  to  the  power  hereby  de- 
clared of  a  majority  in  interest  of  the  holders  of  said 
bonds,  by  a  requisition  in  writing  under  their  hands  and 
seals,  to  instruct  the  said  trustee  to  waive  such  default 
upon  the  actual  re-payment  of  the  interest  in  arrear,  with 
interest  thereon,  and  the  expenses  incurred  by  reason 
thereof,  or  upon  adequate  indemnity  as  aforesaid,  to  en- 
force the  rights  of  the  bondholders  by  reason  of  such  de- 
fault: Provided,  That  no  action  of  the  said  trustee  or  bond- 
holders, or  both,  in  waiving  such  default  or  otherwise, 
shall  extei?d  to  or  be  taken  to  affect  any  subsequent  de- 
fault, or  to  impair  the  rights  resulting  therefrom. 

Second. — If  the  default  be  in  the  omission  of  any  act  or 
thing  required  by  these  presents  for  the  further  assuring 
the  title  of  the  trustee  to  any  property  or  franchises  now 
possessed,  or  hereafter  acquired,  or  in  the  omission  to  com- 
ply with  any  provision  of  these  presents  to  be  observed,, 
performed  or  kept  by  the  said  Company,  then,  and  in 
either  of  such  cases  the  trustee  may  enforce,  in  his  discre- 
tion, and  upon  the  requisition  as  aforesaid  of  a  majority  in 
amount  of  the  holders  of  the  bonds  secured  by  these  pres- 


(62) 

ents,  it  shall  be  his  duty  to  enforce  the  rights  of  the  bond- 
holders by  reason  of  such  default,  subject  to  the  power 
hereby  declared  of  a  majority  in  interest  of  the  holders  of 
the  said  bonds  by  requisition  in  writing,  to  instruct  the 
said  trustee  to  waive  such  default,  or,  upon  adequate  in- 
demnity as  aforesaid,  to  enforce  the  rights  of  the  bondhold- 
ers by  reason  thereof:  Provided,  That  no  action  of  the 
said  trustee  or  bondholders,  or  both,  in  waiving  such  de- 
fault or  otherwise,  shall  extend  to  or  be  taken  to  affect  any 
subsequent  default,  or  to  impair  the  rights  resulting  there- 
from. 

Article  Ninth. — If  the  party  of  the  first  part  shall  well 
and  truly  pay,  or  cause  to  be  paid,  the  principal  of  the 
said  bonds  when  the  same  shall  become  due,  and  all  inter- 
est thereon,  when  the  same  shall  have  become  payable, 
and  shall  have  been  demanded,  according  to  the  tenor  of 
said  bonds  and  of  the  coupons  thereunto  annexed,  and 
shall  also  make  the  payments  into  the  sinking  fund  afore- 
said by  these  presents  required,  and  comply  with  all  other 
requirements  hereof,  according  to  the  true  intent  and 
meaning  of  these  presents,  then  and  in  that  case,  the 
estate,  right,  title  and  interest  ot  the  said  party  of  the  sec- 
ond part,  and  his  successor  in  the  trust  hereby  created, 
shall  cease,  determine,  and  become  void,  otherwise  the 
same  shall  be  and  remain  in  full  force  and  virtue. 

Article  Tenth. — It  is  mutually  agreed  by  and  between 
the  parties  hereto,  that  the  word  "  trustee,"  as  used  in 
these  presents,  shall  be  construed  to  mean  the  trustee  for 
the  time  being,  whether  original  or  new.  And  it  is  mutu- 
ally agreed  by  and  between  the  parties  hereto,  that  the  said 
trustee  shall  be  entitled  to  just  compensation  for  all  ser- 
vices which  he  may  hereafter  render  in  his  trust,  to  be 
paid  by  the  said  Company,  or  out  of  the  income  of  the 
property,  and  for  that  purpose  may  at  any  time  apply  to 


(03) 

the  courts  without  notice  to  any  person,  except  the  said 
party  of  the  first  part,  its  successors  or  assigns  ;  that  the 
said  trustee,  or  any  successor,  may  resign,  or  discharge 
himself  of  the  trust  created  by  these  presents  by  notice  in 
writing  to  the  said  Company,  three  months  before  such 
resignation  shall  take  effect,  or  such  shorter  time  as  they 
may  accept  as  adequate  notice,  and  upon  the  due  execu- 
tion of  the  conveyances  hereinafter  required. 

That  in  case  at  any  time  hereafter  the  said  trustee,  or 
any  trustee  hereafter  appointed,  shall  die  or  resign,  or 
hecome  incapable  or  unfit  to  act  in  the  said  trust,  a  suc- 
cessor to  such  trustee  shall  be  appointed  by  the  said  Com- 
pany, and  the  trustee  so  appointed,  shall  thereupon 
become  vested  with  all  and  singular  the  powers,  authori- 
ties and  estates  granted  to  or  conferred  upon  the  party 
of  the  second  part  of  these  presents,  and  all  the  rights 
and  interests  requisite  to  enable  him  to  execute  the  pur- 
poses of  this  trust,  without  any  further  assurance  or  con- 
veyance, so  far  as  such  effect  may  be  lawful ;  but  the 
trustee  resigning,  or  becoming  unfit  to  act,  or  the  repre- 
sentatives of  him  so  becoming  incapable  or  dying,  shall 
immediately  execute  all  such  conveyances  and  other  in- 
struments as  may  be  fit  or  expedient  for  the  purpose  of 
assuring  the  legal  estate  in  the  premises  to  the  trustee  so 
appointed ;  and  upon  the  death,  resignation  or  removal 
by  any  court  of  competent  jurisdiction,  of  any  trustee, 
©r  an  appointment  in  his  place  in  pursuance  of  these  pres- 
ents, all  his  powers  and  authorities  by  virtue  hereof  shall 
cease  :  Provided,  nevertheless,  And  it  is  hereby  declared 
and  agreed,  that  in  case  it  shall  at  any  time  hereafter 
prove  impracticable,  after  reasonable  exertions,  to  ap- 
point, in  the  manner  hereinbefore  provided,  a  successor 
in  any  vacancy  which  may  have  happened  in  said  trust, 
application  in  behalf  of  all  the  holders  of  the  bonds 
secured  hereby,  may  be  made  by  holders  of  the  bonds 
secured  hereby  to  the  aggregate  amount  of  one  hundred 


(64) 

thousand  dollars,  to  any  Circuit  Court  of  the  United 
States,  for  any  Judicial  District  in  which  any  part  of  the 
aforesaid  railroads,  or  either  of  them,  may  be  situate,  or 
to  any  other  court  of  competent  jurisdiction,  for  the  ap- 
pointment of  a  new  trustee. 

And  the  said  party  of  the  first  part,  for  itself,  its  suc- 
cessors or  assigns,  in  consideration  of  the  premises,  and  of 
one  dollar  to  it  duly  paid  by  the  said  party  of  the  second 
part,  the  receipt  whereof  is  hereby  acknowledged,  hereby 
covenants  and  agrees  to  and  with  the  said  party  of  the  sec- 
ond part,  and  his  successors  and  assigns,  that  whenever, 
and  as  often  as  the  said  party  of  the  first  part,  its  success- 
ors or  assigns,  shall  hereafter  acquire  any  lands,  or  any 
equipment,  or  any  other  property  or  things  of  whatever 
name  or  nature,  for  use  in  connection  with  the  said  rail- 
road, or  any  part  of  either  thereof,  or  shall  acquire  any 
other  property,  rights,  franchises  or  things  whatsoever, 
the  said  party  of  the  first  part,  its  successors  and  assigns, 
shall  and  will  acquire,  possess  and  hold  the  same,  and 
every  part  and  parcel  thereof,  upon  and  subject  to  the 
trusts  of  this  indenture,  until  conveyance  thereof,  in  pur- 
suance of  the  covenant  next  hereinafter  contained,  shall 
be  duly  made  and  delivered  to  the  said  party  of  the  sec- 
ond part,  or  his  successors  in  the  trust  by  these  presents 
created. 

And  the  said  party  of  the  first  part,  for  itself,  its  suc- 
cessors and  assigns,  in  consideration  of  the  premises,  and 
of  one  dollar  to  it  duly  paid  by  the  said  party  of  the  sec- 
ond part,  the  receipt  whereof  is  hereby  acknowledged 
hereby  covenants  and  agrees  to  and  with  the  said  party 
of  the  second  part,  his  successors  and  assigns,  that  the 
said  party  of  the  first  part,  its  successors  and  assigns, 
shall  and  will,  from  time  to  time,  and  at  all  times  here- 
after, and  as  often  as  thereunto  requested  by  the  trustee 
under  this  indenture,  execute,  deliver  and  acknowledge 
all  such  further  deeds,  conveyances  and  assurances  in  the 


(65) 

law  for  the  better  assuring  unto  the  said  party  of  the  sec- 
ond part,  and  his  successors  in  said  trust,  upon  the  trust 
hereiu  expressed,  the  railroads,  equipments,  appurten- 
ances, franchises,  property  and  things  hereinbefore  men- 
tioned, and  to  which  the  said  Company  is  or  may  hereaf- 
ter, for  any  reason,  become  entitled,  or  which  the  said 
Company,  its  successors  or  assigns,  may  in  any  manner 
acquire,  and  also  all  other  property,  rights,  franchises  and 
things  whatsoever  which  may  hereafter  be  acquired  by 
the  said  party  of  the  first  part,  its  successors  or  assigns, 
as  by  the  said  trustee,  or  his  counsel  learned  in  the  law, 
shall  be  reasonably  advised,  devised  or  required.  And  it 
is  also  mutually  understood  and  agreed  between  the  par- 
ties hereto,  that  the  said  party  of  the  second  part,  and 
his  successors  in  said  trusts,  shall  be  accountable,  liable 
or  responsible  for  reasonable  care  and  diligence  only  in 
the  performance  of  the  trusts  hereby  created,  and  in  the 
management  of  the  said  estate  and  property  in  like  man- 
ner as  a  bailee  without  reward,  and  shall  not  be  account- 
able, liable  or  responsible  for  the  acts  of  any  agent,  depos- 
itory, or  substitute  employed  by  him  when  such  agent, 
depository,  or  substitute  shall  have  been  selected  with 
reasonable  discretion. 

In  witness  whereof,  the  said  party  of  the  first  part  has 
caused  its  corporate  seal  to  be  hereto  affixed,  and  the 
same  to  be  attested  by  the  signatures  of  its  President  and 
two  of  its  Directors,  and  the  said  party  of  the  second  part 
has  hereunto  set  his  hand  and  seal  to  evidence  his  accept- 
ance of  the  trust  hereby  created,  the  day  and  year  first 
above  written. 


[81AI..] 


Sealed  and  delivered  in 
the  presence 


trered  in  ^ 
of         J 


Memorandum. — Stamps,  to  the  amount  of  fifty  cents 
upon  the  Five  Hundred  Dollar  Bonds,  and  one  dollar 
upon  the  One  Thousand  Dollar  Bonds,  are  affixed  to  each 
bond  herein  secured  upon^its  being'issued. 


APPENDIX. 


DEED  TO  THE  RICHMOND  &  DANVILLE  RAIL* 
ROAD  COMPANY. 

This  Deed,  made  this  11th  day  of  September,  1871,  by 
and  between  the  North  Carolina  Railroad  Company,  a 
corporation  incorporated  by  the  State  of  North  Carolina, 
of  the  one  part,  and  the  Richmond  and  Danville  Railroad 
Company,  a  corporation  incorporated  by  the  State  of 
Virginia,  of  the  other  part,  witnesseth  :  That  whereas  it 
is  provided  by  the  nineteenth  section  of  the  charter  of 
the  North  Carolina  Railroad  Company,  "  that  the  said 
Company  may,  when  they  see  fit,  farm  out  their  right  of 
transportation  over  said  road,  subject  to  the  rules  above 
mentioned ;  and  the  said  Company,  and  every  person 
who  may  have  received  from  them  the  right  of  transpor- 
tation of  goods,  wares,  and  produce,  shall  be  deemed  and 
taken  to  be  a  common  carrier,  as  respects  all  goods,  wares, 
produce,  and  merchandise,  entrusted  to  them  for  trans- 
portation." 

And  whereas,  by  an  act  of  the  General  Assembly  of 
Virginia,  approved  July  11th,  1870,  entitled  "  An  act  t» 
amend  the  second  section  of  an  act  entitled  an  act  to 
authorize  the  Richmond  and  Danville  Railroad  Company 
to  lease,  hold,  and  operate  the  Piedmont  Railroad,  passed 
February  15th,  1866,"  the  Richmond  and  Danville  Rail- 
road Company  was  duly  authorized  to  make  with  any 
other  railroad  or  transportation  company  any  contract  for 
the  acquisition,  by  lease  or  otherwise,  of  the  railway  of 
such  other  company,  its  franchises  and  property,  deemed 
judicious  by  the  Richmond  and  Danville  Railroad  Com- 


(68) 

pany  "  in  promoting  a  connection  business  "  between  it* 
own  line  or  said  Piedmont  Railroad  and  other  roads, 
with  the  full  right  on  the  part  of  the  Richmond  and  Dan- 
ville Railroad  Company  to  hold,  use  and  enjoy  the  same, 
as  the  proper  franchises  and  property  of  the  Richmond 
and  Danville  Railroad  Company : 

And  whereas,  by  virtue  and  in  pursuance  of  said  act  of 
July  11th,  1870,  the  Board  of  Directors  of  the  Richmond 
and  Danville  Railroad  Company  did,  on  the  11th  day  of 
July,  1871,  adopt  the  following  resolution, : 

"  "Whereas,  by  an  act  of  the  General  Assembly  of  Tir- 
"ginia,  approved  July  11th,  1870,  the  Richmond  and 
"  Danville  R.  R.  Company  was  duly  authorized  to  acquire, 
"by  lease  orotherwise,  the  road,  franchises,  and  property  of 
"any  other  railroad  company  which  it  might  deem  judi- 
"  cious  to  acquire  to  promote  a  connection  business  be- 
"  tween  its  own  or  the  Piedmont  Railroad,  and  the  road 
"  of  any  other  railroad  or  transportation  company ;  and 
"  to  hold,  use,  and  enjoy  the  same,  as  the  proper  fran- 
chises and  property  of  the  Richmond  and  Danville 
"Railroad  Company;  and,  whereas,  it  is  now  deemed 
''judicious  by  this  Board,  in  promoting  a  connection 
"business  with  Southern  railroads,  that  the  Richmond 
"and  Danville  Railroad  Company  should  acquire,  by 
"  lease,  the  entire  railroad  of  the  North  Carolina  Rail- 
"  road  Company,  in  the  State  of  North  Carolina,  with  all 
"  its  works,  property,  and  franchises,  or  a  part  of  said 
"  road,  property,  works,  and  franchises :     Be  it  therefore 

"  Resolved,  That  the  President  of  this  Company  be, 
"  and  he  is  hereby,  authorized  and  instructed  to  contract 
"  with  the  North  Carolina  Railroad  Company  for  a  lease 
(i  of  the  entire  railroad  of  the  said  North  Carolina  Rail- 
"  road  Company,  with  all  its  works,  property,  and  fran- 
"  chises,  or  any  part  of  said  road,  works,  property,  and 
"  franchises,  for  such  term  of  years,  and  on  such  terms  as 
"  to  said  President  of  the  Richmond  and  Danville  Rail- 
"  road  Company  may  seem  proper  and  judicious  ;  and  he 
u  is  hereby  authorized,  without  further  authority  or  in- 
structions, to  conclude  and  execute,  in  behalf  of  the 
"Richmond  and  Danville  Railroad  Company,  all  contracts 


(69) 

ft  and  deeds  which  may  become  necessary  to  carry  into 
4i  full  effect  the  object  of  this  resolution." 

And  whereas,  it  now  seems  to  the  North  Carolina 
Railroad  Company  to  be  fit  and  judicious,  and  to  the  advan- 
tage of  the  said  Company,  to  "farm  out"  their  entire 
railroad,  with  all  the  franchises,  rights  of  transportation, 
works,  and  property,  thereunto  belonging  and  used,  and 
connected  therewith,  to  the  Richmond  and  Danville  Rail- 
road Company  aforesaid  for  a  term  of  years : 

Now  this  deed  farther  witnesseth,  that  in  considera- 
tion of  the  several  sums  of  money,  rents,  covenants  and 
agreements  hereinafter  specified  and  agreed  to  be  paid, 
kept,  and  performed  by  the  Richmond  &  Danville  Rail- 
road Company,  the  said  party  of  the  first  part,  namely, 
the  North  Carolina  Railroad  Company,  hath  demised,  let, 
hired,  "  farmed  out  "  and  delivered,  and  by  these  pres- 
ents doth  demise,  let,  hire,  "  farm  out"  and  deliver  to  the 
said  party  of  the  second  part,  namely,  the  Richmond  and 
Danville  Railroad  Company,  the  entire  railroad  of  said 
party  of  the  first  part,  with  all  its  franchises,  rights  of 
transportation,  works  and  property,  including,  among 
other  things,  its  superstructure,  road-bed  and  right  of 
way  incident  thereto,  situate  in  the  State  of  North  Caro- 
lina, and  leading  from  the  town  of  Goldsboro',  in  the 
county  of  Wayne,  to  the  town  or  city  of  Charlotte,  in 
the  county  of  Mecklenburg,  in  said  State ;  and  also  the 
depot  houses,  shops,  buildings,  fixtures,  engines,  cars,  and 
all  franchises,  rights  and  privileges,  and  other  things,  if 
any,  of  whatsoever  kind  or  nature  to  the  said  North 
Carolina  Railroad  Company  belonging,  and  necessary,  in- 
cident and  appurtenant  to  the  free,  easy  and  convenient 
operation  and  use  of  the  railroad  leased  hereby,  and  now 
or  heretofore  used  in  that  behalf,  for  the  full  term  of 
thirty  (30)  years  from  and  after  the  12th  day  of  Septem- 
ber, 18,71,  fully  to  be  completed  and  ended,  commencing 


(70> 

on  said  12th  day  of  September,  1871.  And  the  North 
Carolina  Railroad  Company  aforesaid,  for  itself,  its  suc- 
cessors and  assigns,  doth  covenant  and  agree  with  the 
Richmond  and  Danville  Railroad  Company  aforesaid,  its 
successors  and  assigns,  that  the  latter  company,  its  succes- 
sors} and  assigns  shall,  during  the  entire  term  afore- 
said, have  and  enjoy  quiet,  peaceable  and  uninterrupted 
possession  of  all  the  property,  rights,  privileges,  fran- 
chises and  estate  herein  above  lt  farmed  out  "  and  leased 
by  the  North  Carolina  Railroad  Company  aforesaid  to 
the  Richmond  and  Danville  Railroad  Company  aforesaid. 
And  for  and  in  consideration  of  such  demising,  letting, 
hiring,  "  farming  out "  and  delivering  ot  said  railroad, 
Trorks  and  property,  including  road-bed,  superstructure, 
right  of  way  and  of  transportation,  depots,  houses,  build- 
ings, shops,  fixtures,  engines,  cars,  franchises  and  privi- 
leges, and  other  things  incident  and  appurtenant  thereto, 
the  Richmond  and  Danville  Railroad  Company,  on  its 
part,  doth  covenant  with  and  oblige  itself  to  the  North 
Carolina  Railroad  Company  to  pay  to  it  a  rent  of  two 
hundred  and  sixty  thousand  dollars  ($260,000)  per  an- 
num, payable  as  follows,  to  wit :  the  sum  of  seventy-eight 
thousand  dollars  ($78,000.00)  on  the  first  day  of  Janua- 
ry, 1872,  and  thereafter  the  sum  of  one  hundred  and 
thirty  thousand  dollars  ($130,000.00)  semi-annually,  to 
wit :  on  the  first  days  of  July  and  January  in  each  and 
every  year  of  said  term,  until  the  same  be  fully  completed 
and  ended ;  said  semi-annual  payments  to  commenoe  on 
the  1st  day  of  July,  1872  ;  and  to  secure  the  prompt  and 
faithful  payment  of  the  said  rent  as  above  stipulated  to 
be  paid,  the  said  party  of  the  second  part  doth  covenant 
with  and  oblige  itself  unto  the  said  party  of  the  first 
part,  to  deposit  and  keep  on  deposit  in  the  First  National 
Bank  of  Charlotte,  North  Carolina,  or  in  such  other  bank 
or  banks  as  may  be  approved  by  the  Directors  of  the 
North  Carolina  Railroad  Company,  from  year  to  year; 
And  all  the  time  pending  said  term,  the  sum  of  one  hunr- 


<71) 

dred  and  thirty  thousand  dollars  ($130,00.00)  in  cash  or 
its  eqnivalent,  at  all  times  in  United  States  bonds,  or  rail- 
road company  bonds,  or  other  acceptable  bonds  ;  which  said 
sum  of  money,  or  its  such  equivalent,  may  be  applied  by 
the  said  party  of  the  first  part  to  the  satisfaction  and  dis- 
charge of  any  such  sum  of  money  so  semi-annually  due 
and  remaining  unpaid ;  and  in  case  of  any  such  last-named 
application  of  such  deposit,  then  to  renew  the  same  from 
time  to  time  as  often  as  such  application  of  any  such 
deposit  may  become  necessary.  And  the  North  Carolina 
Railroad  Company  aforesaid,  for  itself,  its  successors  and 
assigns,  doth  covenant  and  agree  with  the  Richmond  and 
Danville  Railroad  Company  aforesaid,  its  successors  and 
assigns,  that  the  latter  Company,  as  a  full  compliance 
with  its  covenant  aforesaid  to  deposit  railroad  company 
or  other  acceptable  bonds,  may,  if  it  shall  elect  so  to  do, 
deposit  the  following  bonds,  to  wit :  Of  the  first  mort- 
gage bonds  of  the  Richmond  and  Danville  Railroad 
Company,  seventy  thousand  dollars  ($70,000.00) ;  of  the 
first  mortgage  bonds  of  the  Piedmont  Railroad  Company, 
eighty  thousand  dollars  ($80,000.00);  and  of  the  first 
mortgage  bonds  of  the  Atlanta  and  Richmond  Air-Line 
Railway  Company,  fifty  thousand  dollars  ($50,000.00); 
the  deposit  of  which  bonds  the  North  Carolina  Railroad 
Company,  for  itself,  its  successors  and  assigns,  hereby 
agrees  to  regard  and  accepts  as  a  full  compliance  with 
the  covenant  aforesaid  ;  but  any  bonds  so  deposited,  shall 
be  deposited  and  held  in  such  manner  as  to  enable  the 
said  Richmond  and  Danville  Railroad  Company  to  draw 
the  interest  accruing  thereon  from  time  to  time  as  the 
same  shall  become  due  and  payable:  Provided,  The  said 
Richmond  and  Danville  Railroad  Compaay  shall  faith- 
fully perform  its  covenant  to  pay  the  semi-annual  rent 
aforesaid  as  it  may  accrue.  And  should  the  market 
value  of  said  bonds  so  deposited  at  any  time  become  re- 
duced to  a  sum  less  than  one  hundred  and  fifty  thousand 


(72) 

dollars  ($150,009.00),  then  the  said  Richmond  and  Dan- 
ville Railroad  Company  agrees  and  binds  itself  to  increase 
said  deposit  so  as  to  keep  the  market  value  thereof  at  all 
times  equal  to  the  said  snm   of  one  hundred  and   fifty 
thousand  dollars  ($150,000.00).     And  for  the  considera- 
tion aforesaid,  the  said   party   of  the   second  part  doth 
covenant  with  and  oblige  itself  unto  the  said  party  of  the 
first  part  to  keep  the  said  railroad,  road-bed,  superstruc- 
ture, depots,  buildings,  houses,  shops,  engines,  cars,  fix- 
tures, and  other  property  of  every  kind  and  every  part 
thereof,  so  hired,  let,   "  farmed  out "   and   delivered,  in 
equally  as  good  condition  and  repair  as  when  so  delivered 
to  it,  or  to  keep,  in  the  place  of  the  same,  like  things  of 
equally  good  condition  and  repair ;  and  to  return,  at  the 
end  of  the  said  term  of  thirty  (30)  years,  or  at  the  termi- 
nation of  said  lease,  to  the  said  party  of  the  first  part  the 
said   railroad,  road-bed,  superstructure,  depots,  houses, 
buildings,  shops,  engines,  cars,  fixtures  and  other  proper- 
ty, and  all  and  every  part  thereof,  in  as  good  condition 
and  repair  as  when  so  delivered  to  said  party  of  the  sec- 
ond part ;  or  other  property,  when  any  part  of  said  prop- 
erty shall  be  worn  out,  destroyed  or  abandoned,  as  good 
in  quality  and  substance  and  in  like  good  order  and  re- 
pair. And  for  the  faithful  keeping  and  performance  of  the 
covenant  and  obligation  last  aforesaid,  the  said  party  of 
the  second  part  doth  covenant  with  and  oblige  itself  unto 
the  party  of  the  first  part  to  execute  to  the  said  party  of 
the  first  part  a  bond,  good  and  sufficient  at  all  times  in 
the  ability  of  its  makers  to  pay,  in  the  sum  of  one  hun- 
dred and  thirty  thousand  dollars  ($130,000.00),  condition- 
ed for  the  faithful  keeping  and  performance  of  said  last 
named  covenant. 

But  the  said  party  of  the  second  part  is  to  be  at  liberty 
at  the  termination  of  the  lease  aforesaid  (its  covenants 
aforesaid  having  been  fully  and  in  good  faith  complied 
with)  to  remove  or  otherwise  dispose  of  as  its  own,  any 


(73) 

and  all  property  and  improvements  placed  upon  the  said 
North  Carolina  Railroad,  or  used  in  connection  therewith 
by  said  paaty  of  the  second  part,  and  not  included  in  its 
said  covenant  with  the  party  of  the  first  part  to  maintain 
in  repair  and  return  in  proper  condition  the  road  and 
property  above  leased ;  such  removal  or  other  disposition 
to  be  made  within  four  months  from  and  after  the  termi" 
nation  of  said  lease  ;  and  if  not  so  removed,  the  same  to 
become  thereafter  the  absolute  property  of  the  North 
Carolina  Railroad  Company.  And  for  the  considerations 
aforesaid,  the  said  party  of  the  second  part  doth  covenant 
with  and  oblige  itself  unto  the  said  party  of  the  first  part, 
that  the  said  party  of  the  second  part  will  not  at  any 
time  during  said  term,  fix  or  establish  the  rates  of  freights 
called  "  local  freight,"  at  a  higher  average  price  or  rate 
from  station  to  station  than  the  average  rate  for  "  local 
freight"  tariff,  as  fixed,  established,  and  printed  by  the 
said  party  of  the  first  part  on  the  1st  day  of  September, 
A.  D.  1869,  and  the  local  passenger  fare  shall  not  exceed 
the  local  rates  as  fixed  and  established  on  the  date  last 
above  named.  And  for  the  consideration  aforesaid,  the 
said  party  of  the  second  part,  for  itself,  its  successors  and 
assigns,  doth  covenant  with  and  oblige  itself  unto  the 
said  party  of  the  first  part,  to  indemnify  and  save  harm- 
less the  said  party  of  the  first  part,  against  and  from  any 
and  all  damages  which  may  be  recovered  from  or  against 
it,  according  to  law,  by  reason  of  any  failure  of  the  said 
party  of  the  second  part  to  perform,  in  all  things,  its  du- 
ties and  obligations  as  a  common  carrier,  whereby  the 
said  party  of  the  first  part  may  become  liable  in  law  to 
any  party  injured,  or  sustaining  injury,  in  his  or  her  per- 
son or  property.  And  the  said  party  of  the  first  part,  for 
the  consideration  aforesaid,  for  itself,  its  successors  and 
assigns,  doth  covenant  with  and  oblige  itself  unto  the  said 
party  of  the  second  part,  its  successors  and  assigns,  that 
its  stockholders  and  directors  will  not  do  anything  »r 


(74) 

take  any  action,  as  such  stockholders  and  directors,  that 
may  or  can  interfere  in  any  way  whatsoever  with  the  free 
use  and  operation  and  convenience  of  said  railroad  and 
other  property  so  hired,  let,  "  farmed  out,"  and  delivered 
by  the  said  party  of  the  second  part,  according  to  the 
terms  and  intents  of  these  presents. 

It  is  further  agreed  between  the  said  parties,  that  if  the 
Richmond  and  Danville  Railroad  Company  shall  make 
default  in  the  payment  of  the  sums  of  money  they  have 
agreed  to  pay  on  the  1st  day  of  January,  1872,  and  semi- 
annually thereafter,  for  thirty  days  or  more  after  the  same 
shall  become  due  and  payable,  or  if  they  make  such  de- 
fault in  the  payment  of  any  part  thereof,,  or  if  they  fail  to 
keep  on  deposit  such  sum  of  money,  or  its  equivalent  in 
bonds,  as  they  have  covenanted  with  and  obliged  them- 
selves to  the  North  Carolina  Railroad  Company  to  do, 
then  the  said  North  Carolina  Railroad  Company  shall, 
upon  giving  to  the  Richmond  and  Danville  Railroad 
Company  at  least  thirty  days'  notice,  have  the  right, 
should  the  Richmond  and  Danville  Railroad  Company 
still  remain  in  default,  to  dispose  of  and  apply  the  deposit 
to  any  unpaid  rent,  and  to  enter  upon  and  resume  posses- 
sion of  said  railroad  and  all  said  other  property,  rights, 
franchises,  &c,  of  every  kind  and  description  :  Provided, 
nevertheless,  this  stipulation  shall  not  be  so  construed  as 
to  abridge  or  discharge  any  of  the  said  covenants  which 
require  and  provide  for  the  payment  of  such  semi-annual 
rent,  and  for  every  part  thereof  and  for  the  return  of  the 
said  railroad  and  other  property,  according  to  the  terms 
of  such  covenants,  at  any  termination  of  said  term  :  And 
provided  further,  that  the  same  shall  be  so  construed  that 
the  said  party  of  the  first  part  shall  be  entitled  to  all  the 
rent  due  at  any  termination  of  said  lease,  and  to  have  the 
said  road  and  other  property  of  every  kind  returned  as 
aforesaid  to  the  said  party  of  the  first  part,  or  damages 
for  any  failure  to  so  return  the  same,  not  exceeding  tho 


(75) 

sum  of  two  hundred  and  sixty  thousand  dollars  ($260,000.) 
It  is  further  agreed  by  and  between  the  said  parties, 
that  a  fair  valuation  and  inventory  of  said  railroad,  and 
all  and  every  part  and  parcel  of  said  other  property,  shall 
be  made  and  taken  at  once  by  two  competent  experts, 
one  to  be  selected  by  the  party  of  the  first  part,  and  the 
other  by  the  party  of  the  second  part,  who  shall,  in  case 
of  disagreement  select  an  umpire ;  and  the  valuation  and 
inventory  so  made  and  taken  shall  be  final,  and  shall  be 
kept  recognized,  and  acted  upon  at  all  times ;  and  an- 
nually, in  the  first  week  of  October  of  each  year,  a  like 
valuation  and  inventory  shall  be  made  and  taken  by  like 
competent  experts  and  their  umpire,  to  be  chosen  as 
aforesaid ;  and  in  case  said  railroad  and  said  property  are 
not  in  like  good  condition  and  repair  as  provided  in  the 
several  covenants  as  aforesaid,  then  the  said  party  of  the 
second  part  may  have  until  the  1st  day  of  January  next 
after  such  default  so  to  make  good  said  railroad  and  said 
other  property  ;  and  the  said  party  of  the  first  part  shall 
not  have  the  right  to  enter  and  take  possession  of  said 
railroad  and  other  property,  for  such  default  and  breach 
of  such  covenants,  until  the  said  first  day  of  January  next 
after  such  default ;  and  not  then  on  such  account,  if  such 
default  in  the  meantime  shall  be  repaired,  to  the  satisfac- 
tion of  said  experts  or  their  said  umpire. 

It  is  further  agreed,  by  and  between  said  parties,  that 
at  any  termination  of  said  lease  and  term,  whether  by  its 
own  limitation  or  otherwise,  the  said  railroad  and  all  the 
said  other  property  of  every  kind  whatsoever,  shall  be 
valued,  and  an  inventory  thereof  taken  by  like  competent 
experts  and  their  umpire  to  be  selected  as  aforesaid. 

It  is  further  agreed,  by  and  between  said  parties,  that 
if  the  said  lease  shall  be  determined  otherwise  than  by  its 
own  limitation,  the  said  party  of  the  first  part  shall  only 
be  entitled  to  have  the  rent  due  at  such  termination 
thereof,  and  to  have  said  railroad  and  all  and  every  part 


(76) 

and  parcel  of  said  property  so  returned  to  it :  or  damages 
for  failure  so  to  do,  not  exceeding  the  sum  of  two  hundred 
and  sixty  thousand  dollars  ($260,000,)  and  indemnity  for 
any  loss  it  may  have  sustained  by  reason  of  any  default 
or  neglect  of  the  said  party  of  the  second  part,  as  common 
carriers. 

It  is  further  agreed,  by  and  between  said  parties,  that 
the  said  party  of  the  second  part  shall  not  be  required  to 
pay  any  State  or  other  taxes  on  account  of  said  railroad 
or  other  property,  or  any  part  thereof,  exceeding  the  sum 
often  thousand  dollars  ($10,000)  per  annum,  during  said 
term ;  but  the  said  party  of  the  second  part  doth  cove- 
nant with  and  oblige  itself  unto  the  said  party  of  the  first 
part  to  pay  taxes  to  the  said  State  of  North  Carolina  to  a 
sum  not  exceeding  ten  thousand  dollars  ($10,000)  per  an- 
num during  said  term,  if  such  and  so  much  taxes  shall  be 
lawfully  imposed  on  said  railroad  and  other  property,  or 
any  part  thereof. 

It  is  further  understood  and  agreed  by  and  between 
said  parties,  that  the  said  party  of  the  second  part  shall 
not  be  required  to  make  good  any  loss  by  fire  or  other 
unavoidable  casualty,  other  than  the  loss  or  injury  from 
such  cause  to  the  roadway,  superstructure,  engines,  ears 
and  depot  buildings ;  nor  shall  the  said  party  of  the  sec- 
ond part  be  required  to  make  good  any  loss  or  injury, 
either  to  the  property  last  above  designated  or  any  other 
property  leased  hereby,  if  such  loss  or  injury  result  from 
the  act  of  God  or  the  public  enemy. 

It  is  further  agreed  by  and  between  the  parties,  that 
the  said  party  of  the  second  part  shall  have  leave  to 
change  any  shops,  tracks,  houses  and  other  things  in  such 
way  as  to  promote  the  convenience  of  shipment  of 
freights,  travel,  and  the  safety  of  the  road  and  said  prop- 
erty, without  charge  to  the  party  of  the  first  part ;  and 
also  shall  have  leave,  without  charge  to  the  party  of  the 
first  part  as  aforesaid,  to  change  the  guage  of  the  said 
i    ■     m  w.i 


(77) 

railroad  track;  but  should  the  Richmond  and  Danville 
Railroad  Company  change  the  guage  of  said  railroad 
track,  they  do  hereby  covenant  and  agree  with  the  North 
Carolina  Railroad  Company  again  to  change  the  guage 
of  said  road  to  what  it  now  is,  at  the  termination  of  said 
lease,  if  required  so  to  do  by  the  North  Carolina  Railroad 
Company. 

In  witness  whereof,  the  said  North  Carolina  Railroad 
Company,  by  William  A.  Smith,  its  President,  acting  for 
and  on  its  behalf,  and  the  said  Richmond  and  Danville 
Railroad  Company,  by  A.  S.  Buford,  its  President,  acting 
for  and  on  its  behalf,  have  caused  the  corporate  seals  of 
their  respective  corporations  to  be  affixed  hereto,  and  the 
same  to  be  signed  by  their  respective  Presidents  aforesaid. 

THE  NORTH  CAROLINA  RAILROAD  COMPANY, 

By  W.  A.  Smith,  President. 
Official  signature  of  \         [l.  S.] 

Pres't  N.  C.  R.  R.  Co.  j 

Charles  M.  Crump,  And.  $  Sec. 

THE  RICHMOND  &  DANVILLE  R.  R.  COMPANY, 

By  A:  S.  Buford,  President 

[L.  ft] 

"Witness :  G-.  M.  Lea. 


sowftftW, 


— 


■ 


IB 


